Sepia Tock: Adventures of the Ponyville Clockmaker
by CanvasWolfDoll
Summary: This is the story of Sepia Tock, or, as he's more commonly known as, 'Doctor Whoof'. He's not a big fan of this call of fame.
1. Chapter 1: Mr Tock and his Work

Sepia Tock was awakened by the sound of his shop erupting into a din of alarms. He yawned and removed himself from his bed, picking a pencil up in his mouth, and then entered the store proper. His neighbors hated this morning ritual, but Sepia refused to cease it. He compromised by moving the trigger up an hour, but he felt it was his duty to perform the check every morning, walking by the shelves holding the alarm clocks, studying them one by one, stopping at each clock, leaving a tick on its tag if it worked, turning it off, and then moving on to the next in line. Those failing the test were moved to the back when Colgate arrived, and they would be carefully opened, the inner cogs and springs carefully examined by the two crafters of timepieces, magnifier squinted on eye, tweezers in mouth.

Sepia enjoyed his work. He had inherited the trade from his father, and with it the shop and position in Ponyville. He tried not to be haughty, but what he did was important. Without his finely crafted instruments, ponies would not be able to keep their busy schedules, cook for the proper length of time, or know just how long it was until quitting time. He couldn't be sure, but from the occasional orders from Canterlot for his most accurate constructs, he suspected even the Princesses made use of his work. As such, he made sure always to make each new clock and hourglass better than the last. Then there were the clockwork toys he crafted with spare parts, placed on a low table, and sold for a small hoofful of bits each. He was, however, very doubtful that he was appreciated for the years of study under the kind tutelage of his father that got him where he was; instead, he found his popularity came from odd town gossip and bizarre tales.

The silver bell signaled the entrance of Derpy Hooves, holding Sepia's mail in her mouth. "Mmm mph mm, mm-mph!"

"Thank you, Miss Hooves." Sepia said with a nod, halfway through his morning chore, "Please just put it on the counter."

Derpy dropped her load on the counter. "Good morning, Doctor," she said, innocent smile on her face, "What do you have planned for the day?"

Sepia sighed. Doctor Whoof. The name followed him everywhere he went. When it started, he had tried his best to correct those who referred to him as such, but it grew faster than he could fight it. He had eventually decided that it wasn't worth the battle if it hindered his work. Not that he didn't fight the small encounters as they arose.

"Once again, please just call me Sepia," he said through a forced expression of good humor, "Mr. Tock if you want to be formal."

"Whatever you say, Doctor!" Derpy answered.

Every morning he would attempt to at least convince Derpy of his identity. If he could get that silly Pegasus to stop, the rest of town would seem much simpler. Sepia smiled wearily, "Would you like a muffin, Miss Hooves?"

"Everyone wants to give me muffins." Derpy mused, "I don't know why, though."

"Is that a no then?"

"Of course not! I love muffins!" Derpy exclaimed, "Just don't know why people keep giving them to me."

"Eludes me." Sepia answered, retrieving a muffin from the small kitchen in the back of his shop, bringing it to Derpy, "Have a safe route, Miss Hooves," he said as Derpy accepted it graciously and flew off, nearly knocking Colgate over as they passed each other at the door.

"Good morning, Sepia." Colgate said.

"Good morning, Colgate." Sepia replied in kind, finally finishing with the alarms, "The eighth clock from the office door is malfunctioning."

Colgate gave the clock a glance. "This is just a guess," she said, "but I believe that might be caused by the fact that it isn't an alarm clock."

Sepia Tock paused mid-way through the winding of a watch. "Oh… mind moving it to a different shelf for me?"

Colgate obliged. Sepia had taken her on as a sort of apprentice after she had earned her cutie mark. She got to pursue her calling, and Sepia got a unicorn to do what he just couldn't quite manage, such as moving stock en masse. Plus, she was one of the desperate few who called him by his real name.

Sepia sifted through his mail, throwing the fan mail addressed to Doctor Whoof into a drawer of the desk he used as a sales counter. He often considered discarding them, but he couldn't bring himself to. It struck him as a bit rude. He saw a package from Fluttershy had been included. "Colgate, would you mind granulating these egg shells and adding them to the rest?" he asked.

Colgate levitated the brown paper parcel. "Want me to measure out some for an hourglass?" she asked in turn.

Sepia considered this. "Yes… I'll make two later," he said, "egg shells and marble."

"I'm on it." Colgate went to the workshop.

Sepia placed what was left of the mail in a neat pile by the register, and sat, waiting for customers. He glanced out the window, where the eyes of three fillies briefly looked back. They dropped quickly from eyesight.

"Should we ask him how he got his cutie mark?"

"Didn't he just have it when he regurgitated?" Scootaloo answered.

"I don't know, my sister says he's just a kook." Sweetie Belle said, "She says he just started raving about time travel and aliens after some sort of traumatic incident with an apple salespony."

Apple Bloom took another glance through the window and suddenly began whistling, feigning innocence to a crime no one had accused her of.

Sepia poked his head out of his shop door, "May I help you girls?"

The Cutie Mark Crusaders huddled to discuss. Finally, Apple Bloom stepped forward, "Excuse me, Doctor-"

"Actually, it's Sepia Tock."

Apple Bloom paused for a fleeting moment before continuing, "Well, we wondering if you could tell us how you got your cutie mark."

"Don't leave out any details to spare us, either!" Scootaloo said, "We can take whatever exciting adventure you had to face!"

Sepia looked around to check if any customers were coming, and then sat down with the three girls. "Well, it's not really that exciting, nor that outstanding, but I do recall it fondly," he said, "My entire life, I had watched my father, Russet Tock, build clocks and hourglasses for the whole of Equestria. Sometimes he would let me do a little work, placing a cog here and there, filling an hourglass with sand. As time went on, he let me do more and more work, until finally, one day, he let me make an hourglass by myself. Mind you, it was hard work, heating the glass tube just right as you spin it, using a rounded edge to put in the pinch. It took me the whole day, but when I finally finished, I stepped back and realized how much I loved it. I decided then and there that I, like my father, would build timepieces." Sepia smiled at the blank faces of the Crusaders. "I hope that helped."

Disappointment filled the three faces as they thanked the clockmaker, and walked off, whispering between each other. "Do you think he'll still take us on an adventurer if we ask?"

"If he won't tell us how he really got that mark, then I doubt he'll help us get adventuring cutie marks…"

Sepia Tock went back in to his shop, trying his best to ignore the overheard criticisms. He told Colgate to take charge of the sales counter as he went into the workshop. He turned on the most recent of Octavia's solo records, and then turned to the glass tube suspended on a contraption he had devised. It had taken him awhile to engineer it, to get it to hold the thin glass and spin it without cause it to crack or burst. He turned on the welding torch suspended at the center of the tube and began to turn the wheel at the end, which began the rotation of the entire tube. Once it reached a desirable speed, he backed away from the spinning wheel of the contraption and crouched down to turn a smaller nob under the wheel, which brought up the bar used to place the distinctive pinch between the bulbs. He slowly moved the bar in place until, after minutes of slow progress, alternating between the knob and spinning wheel, the bar reached its highest point. Sepia then went back to ensure the wheel was turning at an even speed. Soon, with the pinch well in place, Sepia took hold of another knob, this one bringing up the bars that shaped the bulbs of the hourglass. When the bulbs were shaped, he turned off the torch and lowered the bars.

His father used to form the twin bulbs by a method of blowing and spinning them on the end of a tube, but Sepia had found the technique to be slow, inefficient, and hard to master, so he instead built the contraption. He left the shaped tube to cool, removing two empty hourglasses he'd made previously from the kiln, which cooked the glass to a tougher consistency. He placed the two, one by one, on the counter by the cups holding the ground-up eggs shells and marble sand, which were always carefully measured by Colgate. He took two funnels from the hooks above the work bench, inserted the ends into the small opening on the top of the hour glasses, and poured the cups into the half bulb of the funnels, which slowly dropped the grains into the hour glass. Sepia opened a box under the bench and removed some premade hourglass bases, setting them down next to the bulbs until the sand finished pouring in.

The phone rang in the shop proper, answered by Colgate.

Sepia moved over to another bench, covered with clocks in various states of completion. He selected one and moved it towards the end of the bench, where he used a clamp to secure it in place. He examined the various tweezers he had acquired, selecting one with a fine pincher, and slid open a drawer in the bench, which filled with cogs of various sizes. He selected one, picking it up with the tweezers, and carefully placed it in the clock, meshing it with its nearby partners.

Colgate poked her head in. "Hey, the Mayor is having trouble with her office clock," she said, "I'd handle it, but I know she's got one of the more complicated models, and I'm afraid I'll do more harm than good."

Sepia carefully finished securing the cog and set down his tweezers. "Alright, I'll go handle that promptly," he said. He walked over to the saddle bags hanging on a hook in the back, grabbed a roll of tools from a small pile and threw them in, shouldered the bags, and set out.

Ponies shuffled aside as he walked forth, whispering amongst themselves.

"Is that who I think it is?"

"What's he up to?"

"Can't be too important, he's not running-"

"I mean, I sit oddly one time to crack my back, and I get a reputation."

"Does he have his screwdriver?"

"Where's his box?"

Some stole glances, some more subtle than others, while others averted their gaze. Here and there, a pony would tell a tale of his supposed exploits, soon to be topped by another and then another. When it all started, these actions had got on Sepia's nerves, but now he noticed them only on a subconscious level. He walked through town until, after much discussion with her friends, a pony pranced up to him.

"Excuse me, Doctor?" The pony, pale yellow in coat and green in mane and tail, said to the legendary figure, "I was just wander if."

"No," Sepia said, "I will not take you on an adventure, show you my sonic screwdriver, or show you my blue box. Sorry. If you have a clock that needs repair, I'd be more than happy to lend you a hoof, after I've finished addressing the Mayor's."

The prospective companion accepted this without a word and, head bowed, returned to her friends. "I guess I'm just not good enough,"she told her friends.

"He talked to you? What did he sound like?"

"Maybe he's just too busy. We should try again later."

Sepia walked on.

"Madam Mayor, Doctor Whoof to see you."

"Why, hello there, Doctor, what can I do for you?" The Mayor said when Sepia entered her office.

"You needed your clock fixed?" Sepia said.

"How did you know that?" Mayor said, flabbergasted.

Sepia swallowed a sigh. "That's what you told us when you called."

"You're working for the clock makers?" She gave Sepia a wink, "Clever cover."

_No it's not, it's a terrible cover,_ Sepia thought to himself, but said, "Would you mind pointing me to the clock in need of my attention, ma'am?"

The Mayor pointed, and Sepia set to work, placing the clock on a nearby table and opening the back. He donned his magnifier lens and checked the intricate mechanizations. "So, what's the problem?" he asked.

"Well, planning for Winter Wrap-up is falling behind yet again, Princess Celestia wants to spend a day in town, and I still haven't gotten my ticket for the Grand Galloping Gala," the Mayor answered as she shuffled through the cluttered mess on her desk, examining papers here and there.

Sepia counted to ten in his head before speaking. "I meant with the clock, ma'am."

"Oh, yes, the clock," The Mayor said, "It's been running a bit slow."

"Have you been winding it?"

"My secretary winds it every day," the Mayor answered.

"M'hm," Sepia said, "Well, it looks like the spring's been over stretched. I'll have to replace it. I'll return it to you tomorrow morning."

"Thank you, Doctor," the Mayor said, "How much do I owe you?"

"It's Sepia Tock, Madam Mayor," Sepia said, "We can discuss payment upon my repairing it." He added as he put the clock into his bag.

"Thank you, Doctor." The Mayor said as Sepia left her office.

Sepia politely made his good bye, and left.


	2. Chapter 2: Mr Tock and the Bell Tower

"Doctor! Doctor!" Derpy exclaimed as she rushed in.

Sepia turned away from the wall of clocks he was winding to face the unexpected guest. "Yes, Miss Hooves?"

"You got a very important letter!" Derby continued, and then fished the letter from her satchel, presenting it to the clockmaker.

The envelope bore the mark of Celestia. The letter told of how Canterlot's Clock Tower had ceased to function. The source of the problem baffled those charged with the upkeep of the tower, and, as his father had designed the clock there was hope that Sepia would be able to repair it. Of course, he would be paid for his services.

"Why wasn't this with my morning mail?" Sepia asked Derpy Hooves.

"It... Kind of fell out, Doctor..." Derby answered, smiling awkwardly.

Sepia wrote a letter accepting the job and handed it to the wall-eyed pegasus mail carrier. "Get this delivered as quickly as you can," he said. Derpy saluted and raced off.

Sepia went to collect his tools from the workshop, were Colgate was making adjustments to a few clocks. "Would you mind the shop for the rest of the day, Colgate?" he asked the unicorn, "I need to take care of something in Canterlot."

Colgate looked at one of the many clocks. "Right now?" she responded, "It'll be night by the time you get there!"

"Well, Derpy only just now got me the message, and it was signed by Princess Celestia herself, so I think I probably shouldn't leave her waiting," Sepia explained as he donned the saddle bags with his tools.

"You want me to stay overnight?" Colgate asked, "Do the morning alarm check for you?"

"If you could that'd be great," Sepia said, "Now, I'm off."

* * *

><p>As Colgate had predicted, it was well into the night when Sepia arrive in Canterlot, where he was greeted by an older pony, green in coat, his mane and tail already well-worn into grayness. "Well if it isn't the Doctor!" The older pony said, "You on another of your adventures?"<p>

"No, I'm just here to fix the tower," Sepia said, indicating the building.

The other pony considered this as they walked. "So the princess contacted you to fix it?" he asked, looking thoughtful, "Makes sense. Who's better for the job than a Time Lord, eh?"

"Yes, let's just go with that," Sepia said dully as he entered the clock tower. His guide looked expectantly at him. "Is there something I'm forgetting?"

"Well..." the other began, "It's just that, in the stories I've heard, you always had help, and I just wondered if you want me..."

"No, that's quite alright," Sepia interrupted, "I wouldn't want to keep you from whatever else you need to do."

"It's fine with me; I've got nothing better to do," the pony said with a wrinkly grin.

Sepia weighed his options. The extra hooves might end up being convenient. However, he'd probably have to spend the whole time listening to tales of his assumed exploits. "I think I've got it well in hoof," Sepia said, closing the doors, "Thanks for the offer, though." The doors echoed when they shut. Sepia shivered and then started up the winding staircase. _It's rather chilly_, Sepia thought to himself, _perhaps I should have brought a scarf. Then again, I'm sure the pony that brought me here would just start telling people about how he saw Doctor Whoof with a miles-long scarf._ Sepia smirked at the ridiculous idea. A long scarf would just be a hindrance.

Halfway up, Sepia began to hear the faint sound of voices echoing down from the top. He picked up his pace slightly. As he climbed, the voices began to become clearer, until Sepia realized it wasn't, in fact, multiple voices, but a single voice speaking at different registers.

"More tea, Brigadier General?" The feminine voice asked.

"Yes I would, thank you," the voice said in a low, gruff voice.

"I must say, princess, you are a most delightful host." This one was between the previous two.

"Thank you, Duchess Cotton," the voice went back to its original state.

Sepia Tock reach the top the stairs, exiting to an open air floor, where Princess Luna sat, , socks puppets on her front hooves, hosting a tea party. "It too bad Felicity couldn't be here," Luna said with the gruff voice assigned to the puppet on her left hoof, which had a mustache and monocle.

"Oh yes, where ever did she get to?" The duchess had a horn and pearl necklace.

"Um... Excuse me?" Sepia cautiously made his presence known.

Luna turned to face the sudden guest, "Oh!" She awkwardly tried to hide the puppets. "May I help you, sir?" she asked, smiling sheepishly.

Sepia pointed down the stairs, "I was climbing up here to try and fix the clock when I heard voices."

"Oh. Sorry, I didn't mean to be a distraction," Luna said awkwardly.

"It perfectly alright, Your Highness," Sepia assured, looking at the small table, which had a silver tray and tea set laid out on it. "If I may ask, why are you up here all by your lonesome?"

"I'm not alone! I've got my friends!" Luna said, presenting the puppets, her face beaming with pride before deflating. "Well, most of them anyways…"

Sepia, deciding it best to play along, nodded, "Yes, I heard about Felicity." He paused for a breath. "I assume she, too, is a sock."

Luna looked at Sepia blankly. "You think I'm mad, don't you?"

Sepia recoiled. "O-of course not, ma'am!" He began to back away from the Princess, slowly.

Luna put her hooves down. "It's okay if you do" she said with a hint of sadness, "You might be right." Luna sipped from her cup. "A thousand years alone might make you mad."

Sepia looked at the face of the Moon Princess and saw loneliness radiating from it. He looked at the worn puppets, dirtied by moon dust, "I don't think you're mad," he said, "Eccentric, sure, but not mad."

Luna considered this, "Thank you... Uh..."

"Sepia Tock." Sepia said, "I make clocks in Ponyville."

"Thank you, Sepia Clockmaker." Luna said with a smile, "Could I interest you to some tea?"

"Well, I've got to fix this clock." Sepia said, nodding his head towards the stairs, adding "But once it's working again, I would love some tea."

"Did you hear that? We've got someone to replace Felicity at our party!" Luna whispered to the Brigadier General.

Sepia rolled his eyes as he trotted downward to the first landing, where he pushed open the door leading to actual engine of the clock. Nothing was moving, not even the mighty pendulum that powered the entire assembly, though Sepia guessed that was to prevent any further damage to the machine and parts. Carefully, Sepia jumped to a nearby cog, which was approximately the size of the first floor of his shop. He walked around its edges, checking the connection between it and those around it. As far as he could tell, they were all in good shape and should still work. He climbed up to another and inspected it, then another, and another, climbing around until he finally got to the subsection that directly controlled the hands of the clock face. At first he didn't see an issue there, but when he turned to climb back down a tattered cloth wing struck the corner of his eye. Upon closer examination, he discovered that he'd solved two mysteries. He began to tug, but the sock wouldn't budge from its firm hold within the mesh. He paused and considered his options. He could pull until the sock ripped to shreds, but he wouldn't want to force anypony to have to explain that to Luna. He looked up at the ceiling, trying to judge its thickness. "Excuse me, Princess? I think I may have found Felicity," he shouted.

There was a pause, then a rush as Luna flew over, "Where is she?" She asked, an excited smile spread across her face. Sepia pointed toward the poor sock, "Oh dear, she looks really wedged in. How do we get her out?"

"Well, if I could just find the controls," Sepia mused, glancing around, "we could put the clock in reverse until there's less pressure, but first…" Suddenly he felt himself revolving, an aura of magic surround the cog he stood on. The two gears released their hold of Felicity.

Luna smirked at the clockmaker knowingly.

"Well, yes, we can do that too," Sepia admitted, "Well, I suppose I should head home. I can let the actual caretakers set the time and restart the pendulum."

Luna looked dejected. "Weren't you going to stay for tea?" she asked.

"Oh, well, you've got Felicity back, and I wouldn't want to intrude…"

"Don't be such a silly, Sepia Tock," Luna said, "There's always room for one more at a tea party." She levitated the winged sock onto her horn, and then motioned Sepia to follow her to the roof.

"I cannot thank you enough." The duchess said, "We were ever so worried over our little Felicity!"

"It was anything special," Sepia said, "Anyone would've done the same."

"Ah, but it wasn't just anyone, my lad!" The Brigadier General said, "It was you!"

"Yes, thank you, Sepia Tock!" Felicity had a high, child-like voice, "I was so frightened, stuck in there, unable to move."

Sepia blushed as he sipped the tea, "So… Princess… If I maybe so bold."

"Don't be scared," Princess Luna said, "I won't bite."

"It's just that, you know, you're a princess, and I'm sure anyone would be more than happy to attend a tea party hosted by you, yet…"

"Yet I sit her with sock puppets," Princess Luna finished his thought, "Yes, I suppose I could have anyone here I want. However, after all I did, I'm afraid I don't deserve such kindness." She quietly sipped her tea. "Besides, this party is for me and my dearest friends. These three were with me for my entire banishment." She forced a smile, "They were what Tia left me with."

"I see…" Sepia sipped his tea, "So… how is the moon?"

"Cold." Princess Luna answered simply, "Not too much to do."

"Don't be daft, my dear girl!" The Brigadier General chimed in, "There was plenty! I recall that time when me and my forces charged the crater city of Gibbs! Yes, It was a cold night… or was it day… It's hard to tell up there, you know."

"Oh, Brigadier General, not now," Princess Luna interrupted him, "As much as we delight in your tales of valor, we don't want to bore our guest."

Sepia hid his smile by taking another sip of tea.

Princess looked glumly at her socks. "To be honest, Mr. Clockmaker," she admitted, "I do wish I could make some real friends, but… everypony knows of the horrors I comitted, and I know I'll have to make reparations eventually, but I just don't know if I can look anypony in the eye right now." Luna glumly refilled her tea cup. "I just don't know if I'll be forgiven by others as easily as my sister did."

"For what it's worth, I forgive you," Sepia said, "I know what it's like to have ponies gossip about you."

"Do you?" Princess Luna perked up slightly.

"Oh yes, back home, the other ponies somehow got it in their heads I'm some sort of hero by the name of 'Doctor Whoof'. It's very annoying."

"You're Doctor Whoof?" Princess Luna's eyes filled with admiration, "I've heard stories about him! I never thought I'd meet the real deal!"

"Well… no… not exactly…." Sepia awkwardly scratched his mane, "They're just stories that suddenly began to spread one day. All of them mere fabrications."

"Oh…" Princess Luna looked disappointed for a brief moment, but then smiled happily, "That's okay, I'd much rather know the real Sepia Tock than the fake Doctor."

"Thank you," Sepia said with much appreciation in his voice, "I'm certainly glad to have met you."

Princess Luna beamed, "I hope it's this easy to make more friends."

"Oh, I'm sure you'll have no trouble," Sepia said encouragingly.

"Yes, well, my sister keeps giving me these letters to read," Luna said, motioning to a small pile at the end of the table, "However, I just can't bear to read them."

Sepia looked at the pile, reading a few lines on the top letter, "Why not? It seems fine to me. It's certainly eloquent."

"I just can't get past the first line of the letters," Princess Luna said glumly, "The part where it says 'Dear Princess Celestia'. I know she means well, but the letters are for her, not me."

Sepia considered this, "Well, then, we'll just have to fix that, won't we?" He sat up boldly, "When I get back, I promise I'll send you a letter once a week, and try and get others to do likewise. I'll bet that, by the end of the month, you'll have more letters addressed to you than you'll know what to do with. I give you my word."

"Thank you." Princess Luna said, "More tea?"

"Yes please."

The two ponies continued to converse with each other and the puppets until, with the rise of the early sun, Sepia politely made his leave, instructing the tower keepers to start the clock back up, and then marched on home.

Colgate greeted Sepia when he returned, "Good to see you've made it back safe!"

"Good to see you too," Sepia said as he entered. He went to the workshop, put the saddle bags back on their hook, and went to bed.

After he woke up, he had Colgate act as scribe for his first letter.


	3. Chapter 3: Mr Tock and the Delivery

Sepia was moping. He didn't do so often, but today he had had a reason.

"Oh, come on, Sepia, I hear it didn't go over that well anyways," Colgate tried to reassure her boss as she dusted the stock, "Got interrupted by some sort of unforeseen chaos."

"I fixed their clock tower. The least they could've done was to send me a ticket to the gala." Sepia grumbled.

"I pretty sure Octavia will have plenty more performances in the future," Colgate replied with a roll of the eye.

"I can't usually afford tickets," Sepia crossed his front legs grumpily, "Especially for the full quartet performances."

Colgate hung the duster up, "Okay, go ahead and mope, Mr. Mopey-face. I'll just go and build a clock."

"Go ahead." Sepia waved her into the back, and continued to watch the shop.

A dark gray pegasus, mane and tale a shade lighter than his body, and orange eyes walked in. He smiled absently, glancing at the clocks around him. His eyes lit up when they landed on the shop owner, "Hey! Aren't you Doctor Whoof?"

"No." Sepia said, not wanting any further irritants, "Can I help you?"

The pegasus leaned towards the clockmaker, "Are you sure you're not the Doctor?"

"I am a clock maker and proprietor of this store. May I help you find something?"

The pegasus backed off, but retained his knowing stare, "I am Ragged Rocks," he told Sepia with a cheeky grin, "and I am looking for a watch."

"A watch?" Sepia asked in a voice dripping with annoyance.

"Yes! A silver one!" Ragged answered grandly, "A special one!"

Sepia pointed to the wall where all the watches hung, "We keep the watches on that wall. Take your pick."

"Thank you, Doctor," Ragged said as he walked over to the watches, paying special attention to silver pocket watches. He gave each one a dissatisfied frown, until he reached the end of the wall where sat the cardboard box that housed the older, outdated watches. The gray pegasus dug to the bottom, let out a satisfied "Ah-ha!" and pulled out a watch covered in what seemed to be an eon's worth of dust. Rugged sat the clock down, dusted it off with a wing, bucked with glee, and took it to Sepia. "I want this watch!"

Sepia looked at the watch. The cover had the image of a winged hourglass with tiny cogs filling the bulbs. _Interesting design_, Sepia thought as he popped it open to check that it still functioned. The inside face was glass, showing the clockwork that rested within. Sepia figured it was one of his father's products. "Right," he said, "I'll sell this to you for, let's say, twenty bits."

"I'll give you fifty." Ragged said, plopping a small bag onto the sales counter.

Sepia looked at the odd Pegasus. "You don't understand how to haggle."

"Oh, I understand," Ragged said, "I also know clocks." Ragged presented his flank. A pocket watch was there, "However, it's not every day Doctor Whoof himself sells you a watch. That service alone is worth an additional thirty bits."

"Fine, fifty bits." Sepia conceded.

"Thank you, Doctor." Ragged took the watch and exited.

Sepia watched the pony leave. "You're welcome?" He shook his head and muttered, "That's one nutty pony."

"Mail call, Doctor!" Derpy called as she entered.

"You better not have a forgotten letter from Canterlot with you," Sepia said, resuming his funk.

"I haven't forgotten any mail lately," Derpy said, then paused. "Well, not any of yours, at any rate," she corrected herself.

"Goody," Sepia sarcastically commented, "Nice to know I just wasn't considered."

"What's the matter, Doctor?" Derpy asked.

Sepia sighed, "Oh, nothing for you to worry your ditzy self over. May I have my mail?"

"One mail delivery coming up!" Derpy said, then fished out the envelopes, plopping them in front of Sepia, "See you tomorrow!"

"See ya," Sepia said as he sorted the mail, stopping at an envelope he recognized. A year ago, in hopes of drumming up business he had made a mail order catalogue. For a good few months, he got the occasional letter in the self-addressed and prepaid envelopes he had included, mostly from ponies furious that he was trying to use the image of Doctor Whoof for personal gain, but he did get the occasional legit orders before they petered out and he elected not to publish an updated catalogue. He studied the envelope, before coming to a conclusion. "Colgate! Can you open this for me?" He yelled into the workshop, "I'm misplaced my letter opener."

"Sometimes I worry you're only using me for my horn," Colgate said as she came in to open the envelope for the earth pony.

"Don't be silly," Sepia said, "You also make delicious coffee cake."

Colgate just rolled her eyes good-naturedly, "Gee, good to know I make such a positive impact on your life."

"Mind handing me the old catalogue while you snark?" Sepia said as he unfolded the letter. He almost immediately let out a groan as he read the first couple of lines.

Dear Tock Clock Shop,

I, the GREAT and POWERFUL Trixie, am in need of a new clock. My previous clock, along with my home and cart, was utterly destroyed in a Starry Bear related incident. As such Trixie finds herself having to rebuild, and would much appreciate your highest quality clock within the pay range of a traveling performer, and requests make number 63-05. Trixie would also appreciate it if you could get the clock to her home in Hoofington as quickly as possible.

Astoundingly yours,

Trixie

The Great and Powerful

Sepia looked the make up in the catalogue. It was grand looking wall clock, though cheap and battery powered. While he admitted they had their place, Sepia had always leaned towards the elegance of clocks that ran on wound springs. "Colgate, one of us going to have to make a delivery," he said.

"Okay?" Colgate said, popping her head out, "Why do you sound so reluctant?"

"It's for Trixie."

"Oh…" Colgate said, "Can't we just, you know, mail it?"

The two clocksmiths paused, the image of a wall-eyed pegasus coming to mind. "Tin toy race?" Sepia suggested.

"Seems fair," Colgate answered, walking over to the low table to select her champion: a train. Sepia carefully considered the remaining toys, and selected a silver contraption that vaguely resembled a dog, if a boxy one. It had always served him well.

They placed their tin racers next to each other on the desk. "Terms are this," Sepia said, "You will wind both equally, and then release. Which ever gets closest to the edge of the counter without going over doesn't have to go. Are we agreed?"

"Agreed," Colgate said. An aura surrounded the two toys as their keys twisted. Sepia watched that they turned at equal speed and had an equal number of turns. "Ready?" Colgate asked.

"Go." Sepia replied.

The toy toys shot forward, keeping neck to neck, racing to the impending cliff. Slowly, much to Sepia's horror, the train began to pull forward, attempting to overtake the dog. He winced as it gained distance. _Ting. _A wheel popped off the train, and began to wobble. "Come on…" both whispered. The toys kept going, rapidly losing speed, until, finally, they reached the final spurts of movement, growing closer to the end of the desk. The dog stop at exactly the end as the train began to wobble. Breaths were held when, suddenly, Sepia's dog let out one last spurt, and fell to failure. Colgate let out a victorious cheer.

Sepia leaned down to retrieve the toy. "You always put in extra effort, don't you?" he asked it.

"Affirmative." Colgate said in a pseudo-robotic voice, mockingly.

"Don't do that." Sepia said, placing the toy back on the sales table, "Well, I'll go make the delivery then."

"Have fun," Colgate said with a wave, "Don't get eaten by anything scary."

Sepia paused at the door, "What if I get eaten by something cute?"

"Then I'd be okay with it," Colgate answered, "Bye now."

* * *

><p>Sepia had elected to take the direct route through the Everfree forest. After a close call with a particularly grumpy jackalope, Sepia made it to Hoofington, delivery in saddlebag.<p>

Hoofington was composed largely of travel wagons, the town being the home of many road show performers during the off-season, which it was currently. There were plenty of non-mobile buildings, mostly restaurants and stores, and the occasion house for those who lived in town year-round, but for the most part the town was composed of sub communities of caravans. Here and there ponies would cross implied borders and join another group around their gathering spot. Sepia looked around for any sign of the egotistical unicorn, but saw no hint. He walked up to a group at random.

"So I'm thinking, next season, why don't we perform the adventures of Doctor Whoof?"

Sepia turned around and chose a different camp.

"So, my concept is this: we find a popular character from fanon, but portray him as aware and loatheful of his reputation," a brown pegasus pitched to his peers.

"That's a horrible idea. Go bother somepony else," an earth pony, clearly the leader of the troupe, told the writer.

Sepia cautiously walked up as the dejected pegasus fluttered off. "Excuse me," he asked, "but could any of you tell me where I could find Trixie? I have a delivery for her."

"Trixie?" the leader said, "Hoofington's resident ham?"

"Yes?" Sepia hazarded.

"She's at the library."

"Thank you," Sepia said, "Have a nice night." He walked off, finding the town library, the biggest building in town. Like all the permanent structures, it had a large porch for use as an improvised stage. A single, freshly built wagon stood nearby. Sepia entered the building.

"Confound these magic books!" Trixie yelled as she threw an offending tome at the wall, "Nothing but illusions and stage tricks."

"Hello, Trixie?"

"Who dares bothers the Great and Powerful Trixie during her darkest hours?" Trixie announced.

"I'm from Tock Clock Shop," Sepia said, "You ordered a clock."

Trixie eyed the delivery-colt, "Don't I know you from somewhere?"

"I'm from Ponyville," Sepia said, "You nearly got my store crushed by a rampaging constellation."

"Now hold on," Trixie said, "in my defense, that was the work of those two irresponsible unicorn boys, what were their names, Slugs and Snaps?"

Sepia had to concede the point, though he didn't vocalize it. "Anyways, I've got the clock you wanted," he said.

"Thank you, how much does the Great and Powerful Trixie owe you?"

"It's a cheap clock, so… about fifteen bits?"

Trixie winced slightly at the price, "You wouldn't happen to have a discount for great and powerful customers, would you?"

"You can't afford a fifteen bit clock?" Sepia asked with confusion.

"It's not exactly easy when one is constantly trying to outrace bad reviews."

"Maybe if you actually did the things you claimed," Sepia suggested.

"What do you think I've been doing, spending my days and nights in this place?" Trixie asked indignantly, "Trying to find a good pancake recipe?" Trixie's shoulders sagged, "All I want was respect and admiration, to hear my name spoken by the masses in joyous wonderment." She smiled absently, "To walk down the road and see the other ponies pause and watch you, gossiping over your grand adventures."

"It's not as exciting as it seems," Sepia muttered.

"Instead, I get nothing but scowls and contempt." Trixie once again sagged, "Now I have to work even harder to earn my place in society."

Sepia looked at the distraught magician. He felt an urge to try and comfort her. "I'll tell you what, how about I give you this clock, and you'll just owe me the bits."

"Trixie, the Great and Powerful, doesn't need your charity," Trixie snapped.

"How about Trixie the small and pitiful?" Sepia replied.

"She'd appreciate the kind gesture, yes," Trixie conceded.

Sepia retrieved the clock from his saddle bags, placing it before the unicorn, "Here you go then."

"Thanks." Trixie said, ears drooped.

"You know…" Sepia said, feigning a casual tone, "In my experience, it's always better to be known for who are as opposed to who're not."

"What would you know about it?" Trixie said, "You're just an errand colt."

"Actually, I made that clock." Sepia said, "As for how I'd know: have you ever heard of a pony called Doctor Whoof?"

Trixie's eyes lit up, "Know him! I adore him!" She began to bounce a little, "I've always dreamed of meeting him. Maybe if he'd take me along in his magic box, Trixie would gain her place in society."

_This is going to hurt,_ Sepia thought, "Well, the thing is, he doesn't actually exist."

"Blasphemer!" Trixie growled.

"Now hold on," Sepia said, "Let me try that again: I'm Doctor Whoof."

Trixie gave him a suspicious eye, "Are you now?"

"Well, yes… in a way." Sepia continued, "One day, someone started telling stories about how I was Doctor Whoof, and it… just kind of spread."

"Lucky you," Trixie said sourly.

"Hey, I never said I _enjoy_ the attention," Sepia said.

"So… what're you trying to say here?" Trixie asked, "Because, I did find this body-swap spell and…"

"No."

"But…"

"No, don't you dare."

"I was joking, anyways," Trixie said, adding "mostly…" under her breath.

"Look, all I'm trying to say is: be yourself," Sepia said, "It does neither you, nor anyone else, any favors when who you actually are gets overshadowed by what you, or anyone else, for that matter, claims you are."

"But, that's what I've trying to do," Trixie said, "I'd like for other ponies to see me the way I do."

"Well then, I guess that's an admirable goal."

"Unfortunately, there aren't any spells of actual merit in any of these books." Trixie kicked over a small stack of grimoires.

"Perhaps you should try a different library?" Sepia hazarded.

"Unlikely," Trixie said, "I can't show my face again in Ponyville, and the Canterlot library is only open to students of Princess Celestia's School for Gifted Unicorns, or by invitation." Trixie sighed, "Those are the only notable libraries within a day's journey."

"Well, how hard is it to get an invitation?" Sepia asked.

"Only the Princess may grant invitations," Trixie said, "I'm sure Celestia's prized student hasn't been talking me up."

Sepia nervously hoofed at the ground, "Well, what if I told you I had a friend who might be able to help?"

"Really?"

"I can't promise you anything but…" Sepia sighed, "There's a certain lonely princess who might appreciate the occasional letter."

Trixie looked confused.

"I'm talking about Princess Luna." Sepia clarified.

"Oooh." Trixie chimed, "I forgot she was around."

"Just, promise me you'll stop lying to ponies, okay?"

"The Great and Powerful Trixie will try her best," Trixie announced.

"A little less of that would be nice, but it's your call," Sepia said, "I hope you manage to make a name yourself." He turned to leave.

"Hold on!" Trixie yelled after him.

"Yes?"

"You never introduced yourself," Trixie said.

"Oh. I'm Sepia Tock," Sepia said.

"Sepia Tock…" Trixie tried out the name, "It lacks a certain kick, don't you think?"

"It's served me well thus far," Sepia defended.

"You sure you don't want to be Doctor Whoof?"

"Pretty sure," Sepia said, once again moving to leave.

"Hold on!" Trixie bellowed again.

"Yes?" Sepia was beginning to get riled up.

"Uh… thanks for talking to me like I'm a decent pony," Trixie said, "I rarely get that these days."

Sepia paused, "You're welcome," he said, trying again to leave.

"Hold-"

Sepia sighed and looked at Trixie with weary eyes.

"Have a nice day," Trixie beamed.

"Uh-huh." Sepia waved a hoof and finally left the library.

* * *

><p>"So, how'd it go?" Colgate asked.<p>

"Wasn't bad," Sepia answered as he walked in.

"Oh that's good," Colgate said with a glimmering smile.

Sepia paused, "Colgate… is there something I should know about?"

"Well, I just saw a flyer for a show, and I'd think we should go see it," Colgate said, "It'd be fun!"

Sepia looked at the nervous face of his assistant. "It's a Doctor Whoof show, isn't it?"

"Maybe…" Colgate said, tapping her hooves together innocently.

"Why does it come to town?"

"Next week!" Colgate answered, "Can we see it, please?"

Sepia glared at Colgate. "Fine, but you owe me."

"Thank you," Colgate said, and pranced off into the workshop.

Sepia sighed and sat behind the counter. "I need to stop trying to please every horned pony I see…"


	4. Chapter 4: Mr Tock and the Play

The Doctor ran, hooves beating the ground. Not far behind, a Dalek pursued. He had split off from his companion earlier, and he desperately hoped she was okay. Suddenly, he found he was cornered. He turned and faced his hated enemy. The Dalek got closer with every breath, horrible murder on its mind.

"This is terrible," Sepia said.

"I know!" Colgate said, "How will he get out of this one?"

"He looks nothing like me!" Sepia said, "He's purple, that's obviously a paper cutout of my cutie mark, and why is he wearing celery?"

Colgate sighed, "The celery turns purple in the presence of certain poisonous gases."

Sepia looked at his assistant with a look of surprise and curiosity, "How do you know that?"

"I read the expanded material," Colgate admitted with a blush, "Something the stories are actually quite good."

"Why is he so afraid of that trash can?" Sepia continued on, "One firm kick and it's immobilized. Then you just walk away, job's done, crisis averted."

"Oh, you're no fun." Colgate stuck her tongue out at Sepia.

"It's a trash can!"' Sepia said.

The Doctor's companion entered from the other side of the stage wielding a cork gun, "Hey, bucket head! Over here!" She yelled at the Dalek, firing the gun. The tin monster turned to face her. The Doctor pulled a flashlight from a pocket, flickering it at the evil tin monster. The audience (well, most of them) cheered.

"It's a flashlight." Sepia noted with confusion.

"It's not the flashlight," a pale blue pegasus sitting next to him said, "It's what the flashlight represents."

"Oh?" Sepia said with a skeptical brow raise.

"It represents the absolute glory of the low production value of off-season roadshows," the pegasus answered, "You just can't find this level of camp during tour season." He then pointed to a half consumed pie by his feet, "Plus they have terrific pie."

"They've got pie?" Colgate asked with excitement.

"Oh yes, free to donators," the pegasus pointed to a table discreetly set up at the back of the viewing area, with a jar labeled 'Donations, please.' The rest of the table was covered with various baked goods, a stack of unconstructed pink boxes at the end.

"You're helping fund this?" Sepia asked, slightly indignant.

"What can I say? I enjoy campy, off-season roadshows," the pegasus answered with a shrug, "Also, pie. I like pie."

"Who doesn't?" Colgate replied, and extended a hoof, "I'm Colgate."

The pegasus glanced around, then met the hoof. "Soarin Hazard," he said.

Sepia and Colgate sat awestruck. "You're Soarin? _The_ Soarin? Of the Wonderbolts?" Colgate finally blurted out, overcoming the initial shock of encountering celebrity.

Soarin hushed Colgate, "Keep it down. Yes, that Soarin." He checked to insure no one had heard.

"…and your last name is Hazard?" Sepia asked, giving Soarin an amused smirk.

"If you were a member of the Wonderbolts, would you advertise your name as 'Soarin Hazard'?" Soarin asked, hooves extended in a dramatic fashion, "I sound like an obstacle!"

"I didn't recognize you without your flight suit," Colgate observed.

"No one ever does," Soarin said with both relief and sadness.

Sepia considered this, "So… Soarin… where does one buy a…"

"You're not getting a flight suit," Colgate interrupted harshly, "You'll look silly prancing around your shop in a flight suit."

"You're not the boss of me," Sepia muttered.

"I got you to attend this show, didn't I?" said Colgate with a wink.

Sepia tried to come up with a retort, but found himself lacking.

The Doctor pranced into his TARDIS, represented by a blue refrigerator box with a hole in the back leading into the interior set. "Yet another adventure finished!" He cheered to his companion as she followed him in. "Where do you want to go next?" He asked in his hammy tone, one hoof resting on the poorly painted control hub, the other pointed 45 degrees upward.

"I don't know," the companion spoke in a stilted tone from her side of the console, and then turned to the audience, "Where do _you_ think we should go?"

Sepia made an impolite suggestion.

The two actors on stage froze for a brief moment to recover their mental footing. "Well, my dear companion, we can never know until we get there! Allons-y!" He pulled a lever as the curtains closed.

The audience began to awkwardly stamp their hooves, unsure of what to make of the performance. Soarin, however, was extra enthusiastic. "Bravo! Amazing! Encore!" Soarin cheered as the rest of the audience walked away. Soarin finally stopped applauding once most of the crowd had gone. "Well, that was fun, don't you think?" he asked.

"No, no I don't," Sepia said, standing up. Soarin gawked at his cutie mark.

"Wait a minute!" Soarin pointed at Sepia's mark, "You're Doctor Whoof, aren't you?"

"Yes he is," Colgate answered before Sepia could get snippy.

"Sweet apple pie, I never thought I'd actually get to meet you!" Soarin said, trying, and failing, to restrain his excitement.

"Right," Sepia said, "It's been lovely meeting you. I'm leaving." Sepia trotted off, mumbling to himself as he escaped the mutual celebrity encounter.

"Hm," Soarin scratched his chin, "I never imaged the real Doctor would be so grumpy."

Colgate giggled. "Well, truth be told, Doctor Whoof doesn't exist," she said, "It's just a bunch of rumors that sprang up about him. His real name is Sepia. Nice guy, really."

Soarin gave Colgate a skeptical look, "Why'd you tell me he's Doctor Whoof then?"

"Because he hates it."

"I see." Soarin stood for a moment, watching the clockmaker. "Suddenly the flight suit thing makes sense," he said, "Granted, you're right that he'd look silly, but fame is hard." He balanced what was left of his pie on his head and started to stroll with Colgate. "At least I can take off the suit and blend in," he concluded.

"You're like a superhero!" Colgate said with a grin.

"Well… I guess you could say that," Soarin looked at the clouds, "It's not easy, being a Wonderbolt; a lot is expected of you. Young peagasi look up to me, so I have to be a good role model. Then those same fans grow up and become competition, so I need to constantly up my game to keep ahead of those gunning for my spot." He rubbed his temples. "Everyday, other peagasi are getting faster, stronger, and better than the previous applicants. The last Young Flyers completion, there was one who broke the light barrier! How do I cope with that?" He paused to take a calming bite of his pie. "She did it while saving my flank, too." He put the pie onto his back, and resumed walking, "It's so nice to take a break, see a show, and just let the stress deflate."

Colgate frantically tried to find words to reassure the celebrity, "Well… that must be very stressful," she tried awkwardly.

Colgate looked back at the sky. "I used to be a weather pony, you know," he said, then took a prideful look, "Could clear the sky in twelve seconds flat, didn't even break sweat."

"Really now?" _Stupid Colgate, you're talking to Soarin! Stop being an idiot!_

"So-" Soarin said, then stopped when he was struck by an awkward realization, "Oh dear, I've been selfish. I don't even recall your name!"

"Oh! It's Colgate."

"Colgate. Lovely name," Soarin flashed a charismatic smirk, "So, Colgate, what do you do?"

"I'm an assistant clockmaker." Colgate answered through her slight blush.

"Oh, that must be exciting!" Soarin replied with sincerity.

"Yes, it is." Colgate said. "It's like… you know, great, assembling complex… stuff." _How does Sepia do this?_

"Perhaps you could show me?" Soarin asked, "If that's okay."

"Yes, well, I'm not that great of a teacher." Colgate scratched her head, "Sepia, however, could prattle your ear off just over how to properly measure out sand." This is true, as she had learned first hoof the day she started at Sepia's.

"Well then, I'll just have to ask him, won't I?" Soarin said, "If I didn't offend him too much."

Colgate nodded her head. "I'm sure he'd love to have you watch," she said, "He'll latch onto anyone interested in how he does his job. He pretends to be gruff and world-weary, but it's just an act."

Soarin dramatically waved a hoof and declared, "Well then, lead the way, Colgate."

* * *

><p>"Sepia! I'm back, and I've got a friend!" Colgate announced as the two entered the workshop.<p>

"Oh yes, lovely." Sepia was building various toys from the scrap pile, cello music playing softly in the background. "When I took over this business from my father, my one hope was to create Ponyville's greatest social spot." He gave Colgate a look, "Dreams really do come true."

"Good to see you again, Sepia!" Soarin greeted, ignoring the sarcasm.

The clockmaker paused. "Hello again, Mr. Hazard," he said at last, glancing around the shop, "What can I do for you?"

"I'm just curious about the exciting life of clock-crafting," said the pegasus.

Sepia gave the pegasus a weary look, "Really now…"

"Oh yes, it seems interesting." Soarin flashed his reassuring smile again.

"You've crashed into too many clouds, haven't you…?"

"Irrelative!" Soarin said, "And I was medically cleared after each crash."

"Well, I'm just making toys at the moment," Sepia said.

Soarin walked over to the work bench. "May I give it a try?"

"Sure," Sepia said, his tone turning positive, "It's simple. First you take an axel, insert it into a wheel, put a cog somewhere along the way, and then you place a wheel at the end."

Sepia guided the stunt flyer through how to make the machine, helping hold the pieces in place here and there, until the small key-powered engine was completed. Sepia let Soarin shape the tin outer casing, making what Soarin claimed was a mouse, but looked to Sepia to be lump of tin on wheels. "Who's a cute little robot mousey?" Soarin asked, placing it in the now-empty pie tin, "I shall name you Mr. Squeaky." Soarin looked at Sepia, "So, what do I owe you for the lesson and toy?"

"Nothing," Sepia said, sorting out pieces for the next one, "I just appreciate the interest."

"Oh, it's not right for me to learn your trade secrets and give you nothing back," Soarin said, "It's only right if I taught you something in return."

"The moment I build clockwork wings, I'll be sure to take you up on that," Sepia replied with a slight chuckle.

Soarin blinked, "That's… not actually something you actually do, is it?"

Sepia couldn't help but give a moment of consideration to the image: him up in the sky, canvas and clockwork wings granting the earth pony flight. Ponies would certainly have stories then. However, it would certainly take a lot of winding, and even then, it would be hard to get the proper amount of lift to counteract the weight of the clockmaker. "It's… not something I currently intend to pursue, no…"

"Well, I've got to do something." Soarin said, stamping his hoof.

Colgate, minding the shop this whole time, trotted in. "Could you get us tickets to the next Grand Galloping Gala?" she suggested, eyes agleam, "We've always wanted to go."

Soarin arched an eyebrow. "You sure? It's actually a very dry event. The only notable thing to ever happen was the unforeseen chaos last time, and that's seriously a once in a lifetime thing."

"I just want to be able to say I've been," Colgate said with a shrug, "He just wants to meet his cello-playing crush."

"I am merely a fan," Sepia said sharply, giving a glare in Colgate's direction, "This is how awful rumors get started, you know."

Soarin chuckled. "I'll tell you what, not only will I get you two into the next gala, but I'll introduce you to Octavia personally," he said, "Fair warning, though: she's not a huge Doctor Whoof fan."

"What a coincidence, neither am I!" Sepia exclaimed, hardly holding back his excitement, "Soarin, you are rapidly becoming my best friend."

"Aw, thank you," Soarin replied, and then looked at a clock. "Hey, is that time right?"

"No, I'm afraid it's running slow and needs a new spring." Sepia stared at the clock for a moment, "I probably should repair it… and get back to the mayor…"

Colgate glared at her irresponsible boss, "Wasn't that a couple weeks ago?"

"Maybe…" Sepia said, "but that's beside the point." _She probably hasn't noticed, honestly._

"Well, not to be rude, but I need to go," Soarin said nervously, "I'm running a little late for a date so… thank you again, and I'll see to your gala tickets when it next comes up."

"That's okay, we don't want to inconvenience you," Sepia said, "You honestly don't owe me anything."

"Oh no, it's no problem," Soarin said, "Thank you for the company, and Mr. Squeaky."

Sepia and Colgate walked Soarin to the door, and he waved to them as he flew off towards Canterlot. Sepia and Colgate waved back as he left.

"What a pleasant guy," Sepia said, cheerily, "More ponies should be like him."

"I wonder who the date's with?" Colgate asked no one in particular, a hint of disappointment in her voice.

"Did you really have to pressure him into promising us gala tickets?" Sepia changed the subject, "Now I'm going to feel guilty the entire time and won't be able to enjoy Octavia's performance."

"I didn't pressure him into anything," Colgate turned defensive, "I merely made a suggestion! He was the one who want to do something for us."

"He didn't need to. I liked the audience," Sepia said.

"I know you do," Colgate said with a sigh.

The two stood and watched Soarin fade into the distance.

"Well, I think we've left the mayor waiting long enough." said Sepia, "You think you can replace the spring for me? Shouldn't be too hard."

"No problem," Colgate replied, "I'll do it in a minute."

Sepia looked at his assistant. "I wouldn't worry if I were you," he said with a smile.

"Worry? I'm not worried about anything," Colgate replied.

"Whoever he's seeing tonight, he'll probably be thinking about you the whole time," Sepia said, rubbing Colgate's head.

"You're mocking me."

"Yes. Yes I am," Sepia said, "But that doesn't make it any less true."

Colgate watched Sepia walk into the shop. "You big softy," she muttered.

"I heard and resent that!" Sepia called back.

Colgate stuck her tongue out at Sepia, and then went back to cloud gazing. Something, however, seemed off. She squinted at the cloud line, and then turned her gaze downward towards the surrounding landscape. She finally figured out what was wrong.

"Sepia… its August, right?" Colgate called in.

Sepia considered the question, "Well, in my professional opinion as a timepiece maker I can say, yes, it's August. Why?"

Colgate studied the landscape, "So… it's summer, right?"

Sepia came back out to check on his young assistant, "Why do you ask?"

Colgate pointed, "It's winter over there…"


	5. Chapter 5: Mr Tock and the Bubbles

"Well this is… odd…" Sepia said, observing the field of snow around the frozen pond. He stood at the edge, which was perfectly rounded. The field seemed to expand the closer he and Colgate got. "Let's see. There's snow, bare trees, and plenty of cloud coverage… It is certainly winter here."

"Yes, I can see that," Colgate remarked, "Thank you for vocalizing the obvious." She prodded the snow as Sepia backed up, inspecting the skies. Judging the white, frozen cover to be real enough, Colgate walked to the lake, and tested that too. "You know," she said, "I might as well take this opportunity to do some midsummer ice skating." She turned around and, to her shock, saw that the localized winter had spread over the entire town, and Sepia was missing. "Sepia?" She called out.

She heard no reply.

"Sepia? Where'd you go? I can't-" She interrupted herself with a gasp as Sepia materialized, galloping towards her.

"Colgate, what's wrong?" he said.

"Turn around." Colgate instructed.

Sepia turned completely around and saw the sudden shift in the town's season. "Wait there for a second," he instructed Colgate, and galloped to where he entered, vanishing abruptly. After about half a minute, his disembodied head appeared, "Colgate, mind coming out?"

Colgate ran to where the head was, and was met with a sudden shift in terrain and temperature, "What is it?"

"I'm not sure," Sepia answered "Mind standing here for a minute?" He began galloping around the perimeter, vanishing around an unseen turn. "Can you hear me?" He shouted over to Colgate.

"Yes!" She called back.

"I can hear you too!" The clockmaker suddenly appeared on the other side of the pond. "How about now?" he called

"Yes, I can hear you!" Colgate responded.

"I didn't hear a response. Can you hear me?" Sepia tried again, and waited to hear a reply. He galloped around the pond towards where Colgate should be, soon finding himself back in summer. He faced his assistant. "You could hear me in there, right?"

"Yes." Colgate answered, "So, what did you find?"

"It seems to be a bubble," Colgate answered, "Some sort of winter bubble."

"What should we do?" Colgate asked anxiously.

Sepia shrugged, "I don't know, not my department." He walked off towards his shop, "If it's an actual issue, I'm sure Twilight and friends will fix it. For now, I think I'll just turn in early. Good night, Colgate."

Colgate continued to stare at the winter bubble, "Good night, Sepia."

* * *

><p>Sepia was awakened by a rapid pounding on his front door. He stifled a yawn as he checked a clock. It was a little past midnight. He grumbled as he went to answer the door, eyes screwed shut. "What is it?"<p>

"They're time bubbles," the late night caller said, "They're all over town. We need you, Doctor."

Sepia slammed the door shut, muttering, "It's too late for this." He began to walk back upstairs, when another, less intense knocking started. Sepia sighed, and answered the door again, "Colgate?"

"Hey, Sepia… I've lost track, what time is it?" Colgate said, trying to look at the clocks in the darkened storefront.

"It's 1:07," Sepia said, pausing briefly to consider the previous guest, "Night after we found the snow bubble."

"Oh good, I'm back in my home time," Colgate said, "Bubbles are popping up everywhere, and they aren't all winter."

"Okay…" Sepia said, motioning Colgate to enter, "How bad is it?"

"Can't say for sure. The bubbles are placed erratically in time. Ponies are getting lost, appearing in places twice, it's all very weird." Colgate followed Sepia into the kitchen, "On the way over, I passed through things that already happened. I saw the reintroduction of Luna twice."

Sepia sat down at the kitchen table, "Okay, time bubbles are popping up everywhere." He rubbed his tired eyes, "So, what do we do about it?"

Colgate shrugged, "I think it might be best to try and get everyone gathered in a non-bubbled area."

"Where would that be?"

Colgate paused for a moment, "I don't know. I'm suspecting the Everfree forest, but…"

Sepia rubbed his forehead. "Anyone already out trying to repair this?" he asked.

"Twilight and company have already gone off to try and solve it," Colgate answered, moving to make coffee.

"How long ago was that?" Sepia said, chasing the final signs of tiredness from his mind.

Colgate gave the clockmaker a look, "Time is breaking at the seams. As far as I know, they could've been gone for five minutes; they might be three years away."

"Right, right…" Sepia apologized, "Sorry, stupid question."

"Lyra, BonBon, and Carrot are off trying to round up everyone from our time and gather them in a safe spot." Colgate said.

"How proactive," Sepia said, "I'm guessing they sent you to retrieve Doctor Whoof."

"Maybe…"

"Right." Sepia lapped up some of the coffee Colgate poured for him, "Well, so far it seems like my workshop is untouched. Why don't we gather everyone here until either it's compromised or the issue is resolved."

"We can't fit the whole town in the store." Colgate answered.

"The library might work." Sepia suggested

"It's in the middle of a bubble," Colgate replied, "One of Pinkie's parties."

"Everfree Forest then?"

"Everfree Forest," Colgate confirmed.

Sepia stretched as he stood back up, "Right. Tell you what, why don't you go on ahead, and I'll catch up after I finish sleeping."

Colgate gave Sepia a look.

"You're not Fluttershy," Sepia said flatly, "that's not going to work."

Colgate kept staring.

Sepia started to feel uncomfortable. "I was joking, let's go… bubble… traveling…"

Colgate nodded victoriously. "Come on then."

Sepia sighed, "Let me just get my saddlebags. There's a thermos in that cabinet if you want to bring some hot drinks."

* * *

><p>Stepping out into the chronologically-challenged town was very disconcerting for the Clockmaker. While above, the moon glowed in its calming manner, and the sky holding it a comforting dark blue, here and there it was disrupted by a rounded orb of daylight, though that light seemed to be restrained to its personal bubble, none radiating outward to the surrounding area. The bubbles were inconsistent in size. In one direction, the telltale smoke clouds of a sleeping dragon where impending; while in another direction, a crowd was forming for one of Rarity's fashion shows. "So… time bubbles…" Sepia glanced around the bubbles, "I wonder how far back they go."<p>

"Sepia," Colgate said, "It doesn't matter. What matters is they're disrupting our lives."

"Well, yes, certainly," Sepia replied, "However, one must always look for the silver lining."

"Sepia," Colgate said, "Don't mess with time. Promise me."

"We don't even know if these really take us back in time, or if they're just delusions," Sepia responded, "It shouldn't hurt to try..."

"Sepia," Colgate once again said, her voice edged with absolute no-nonsense, "Leave Doctor Whoof alone."

"Fine…" Sepia rolled his eyes.

"Look at me," Colgate said, "and promise."

Sepia looked into Colgate's eye, which lacked any sort of humor. "Colgate, you know me better than that," Sepia said, giving her a reassuring smile. While it wasn't nearly as warm and comforting as Soarin's, Colgate nevertheless accepted it. "So, a circuit of the town, then meet up in the Everfree Forest?"

"That shouldn't be necessary. The girls are on it." Colgate said.

Sepia took this into consideration, "I think, perhaps, it might be a good idea to double check their work."

Colgate gave Sepia a knowing look, "You really want to play in the bubbles, don't you?"

"You got to on the way here," Sepia defended himself, "Plus, I want to see if I can find a way to mess with Hoity Toity's mane…"

"No messing with time." Colgate reminded her boss.

Sepia nodded, "Okay, I'll leave him be." He trotted off to the fashion show, "I'll meet up with you at the Everfree forest!"

"Race you there!" Colgate replied, going a separate direction.

Sepia smiled to himself and entered the crowd, and waited for the show to begin.

* * *

><p>It was a fun experience, Sepia decided, moving through the crowds, re-experiencing past events, laughing as he witnesses the major event from a new direction and perspective. He also noticed the occasional pony doing the same as he, and carefully approached the duplicates to best ascertain who belong there chronologically, and who was sitting through a second showing. To each fellow bubble-burster he found he reiterated the plan, diplomatically used his position in town myth, and began the careful pilgrimage. What was beginning to worry him was when someponies appeared in greater numbers than two, but he decided to file the oddity under "Mystery for another day".<p>

The second collapse of Rarity's reputation was more amusing the second time, as this time he knew of the ending. His plans to remain undetected were jeopardized when he suddenly found himself roped into assisting in the Winter Wrap-up a second time, but he managed to get through it without raising suspicion. The song was as enjoyable as the first time.

Sepia made sure to make a special trip to Luna's reintroduction. He watched Celestia announce how all was well now, and he considered taking a moment to reach out to the Moon Princess. _No, got to keep continuity in check. _So he merely stood back, and then quietly snuck out of that particular bubble, and straight into the marketplace of the past.

Merchants were announcing their wares as he trotted through. There wasn't a crowd to blend into, but still, if he didn't draw attention to himself, it should be fine. Except for a minor hiccup in the plan.

"You sir, care t' buy some apples?" Apple Bloom asked hopefully.

"No thanks." Sepia replied, trying his best to exit the encounter.

"Why not?" Apple Bloom asked, suddenly springing from a cart of carrots.

"I have plenty at home." Sepia lied, backing away. Truth be told, he was out of apples, and had kept meaning to replenish his supply, but he didn't want to cause a paradox.

"Are you _sure_?" Apple Bloom, now behind him, pressed.

"Yes I'm pretty sure I..." Sepia had never been so frightened by such a small filly, if only due to her odd mastery of silent teleportation.

"You're _pretty sure_, but you're not absolutely positively completely super-duper sure, are you?" Apple Bloom tried.

"Y...ah..." Sepia stumbled, and decided upon a diplomatic route, "If I buy some apples, will you please leave me alone?"

"Aaal-right!" Apple Bloom was finally satisfied.

Sepia quickly threw some bit to Applejack, took an apple in his mouth, and fled as quickly as his hooves would take him.

"You forgot your change!" Applejack called after him.

_No more of this, time to get to the others,_ Sepia thought, the market now in a few bubbles back. He decided to just keep the gallop, and just hoped it wouldn't cause issues to abandon caution.

Finally, he jumped from the finally bubble into the night-darkened Everfree Forest. "What took you?" Colgate greeted him with a triumphant smile, and then took a suspicious glance at the apple.

Sepia gobbled it up, spitting out bits of the core. "Unavoidable purchase," he explained, "Won't happen again." He said with a nervous smile.

Colgate smirked to herself and turned to the tightly grouped ponies, "Alright, everypony, Doctor Whoof is here. I want you to give him your absolute and complete attention."

"I am not-"

Colgate kneed him, "Time and place, Sepia, time and place." She whispered through clench teeth.

"Fine" he gritted back, then took a commanding pose, "Hello everypony, I'm who you call Doctor Whoof. Now, if this were any other day, I would be doing my darnedest to correct that, but in light of recent…" He paused, look at the bubbles, "whatever this is, I'll take the false role, if only to provide comfort in terrifying times."

The crowd blinked at Sepia.

Sepia blinked back, "Anyways, as I see it, it's like this: time is repeating erratically, everyone's scared, and the ponies we usually let handle this haven't shown yet. Scary stuff." Sepia began to pace, "As such, here are some simple rules: stay out of the bubbles as much as possible. We're not sure to their nature or impact on history. Second, if you cannot avoid travel by bubble, do not go alone. When in the bubble, travel through large groups, and, for Celestia's sake, don't talk to yourself. It may sound like a fun experiment, comparing notes about yourself, seeing how've you changed, reminiscing, but (trust me on this) you'll just end up hating yourself." He paused his pacing, "Now, if you find anything out about what is happening, please don't keep quiet. Share the information. Next order of business, we should plot the bubbles, and find out what's what. Also, Princess Celestia. We probably should contact Princess Celestia." He turned to Colgate, lowering his volume, "Mind handling that? Derpy should be able to make the trip." Upon Colgate's acknowledgement, he went back to commanding the civilians, "Now, I'll need some good, strong fliers (Scootaloo, put your hoof down) to fly to the surrounding towns and see how wide spread this is."

The air suddenly took on an odd texture, and the colors around Sepia seemed to lose hue. The ponies around him were no longer moving. _Well, this isn't good._ He thought.

"Having fun, Doctor?" a voice whispered in his ear.

Sepia turned his head to face the challenger. There was empty air.

"Oh, watch the Doctor, desperately trying to sort this all out," the voice said in his other ear.

"Who are you?" Sepia asked angrily.

The voice laughed, "Well, if you're Doctor Whoof, I guess you could call me… Master Ragnarok."It took a sinister edge with the name.

"You do realize Doctor is a higher degree than Master, right?"

"Oh, but it sounds so much more threatening, doesn't it?" The voice whispered from a point behind Sepia's head.

"Why don't you show yourself, you coward?" Sepia yelled, growing tired of the game.

A polite cough volunteered itself from the crowd. Sepia blushed slightly, realizing that time had suddenly resumed flowing again.

"Uh… excuse that." Sepia said, "Just had an odd episode."

The crowd seemed to accept this.

"Anyways, flyers to surrounding area, and see how high the bubbles go, and if they're domes. Unicorns, try to see if you can do anything through magic. Earth ponies..." Sepia paused. "I'm not going to lie," he said, "I'm not entirely certain what to have you do, so just sit tight. Once we're done with the initial investigation, I suggest we try our best to go back to our normal lives." He sighed, "Out of curiosity, anyone here know a Master Ragnarok?"

The crowd shook their heads.

"I guessed as much," Sepia muttered, "Alright then, we've got our jobs. We'll stay here until the break of day our time. Any objections?"

There were no objections.

"Good then, let's get to it."

The crowd looked expectantly at their hero.

Sepia gave them an uncomfortable smile.

Colgate whispered a suggestion in his ear.

"You're joking." He whispered back.

Colgate shook her head.

Sepia Tock sighed. He took a dramatic stance, balancing on his back legs.

"Allons-y!" he cried with false enthusiasm.


	6. Chapter 6: Mr Tock and his Nemesis

The sun arose at the proper time, giving the assembled town a feeling of relief, as such regular events tend to do, giving those who were grasping at straws purchase, even if was a small one. Sepia had spent what had been left of the previous night moving between the subcommittees of the confused ponies. He was with the ponies mapping the circles when the scouts and general experimenters returned, walking up to the flat stone being pressed into work as a table. "So, what did you learn?" Sepia asked the small group

"The bubbles are looping," an orange pony said.

Sepia nodded, "I suppose that explains a few things... anything else?"

"They're dome shaped," a pegasus continued, "They also appear to be exclusive to our town."

Sepia noted the facts in a corner of the map, "Very good then. Any word on the source of all this?" The ponies around him shuffled their hooves awkwardly. "It's okay," he said, attempting to put them at ease, "We're still making progress. Any word from the Princesses yet?" The motions of the ponies indicated "no." Sepia dismissed himself and went to the ponies handling breakfast. "Colgate, may I see you for a second?" he asked.

Colgate passed her spatula off to another unicorn, and followed Sepia to a secluded area outside of camp. "What is it, Sepia?" the unicorn asked.

"Where would I find a Doctor Whoof villain?" asked Sepia.

"What?" Colgate gave her boss a look of worry, "Are you feeling okay?"

"That voice keeps ringing in my head," Sepia said, "I can't help but feel its owner is behind all this, and is looking for Doctor Whoof."

"You do realize Doctor Whoof is still fictional, right?"

"Of course I do," Sepia snapped, "That doesn't change my question. If you were a villain from those stories, where would you be found?"

"I don't know," Colgate answered, "It depends on the bad guy."

"Well, okay," Sepia sat down, "Where do I start?"

Colgate mentally debated what to say. "The old castle," she concluded, "It's ominous, it's secluded, and it's dramatic."

Sepia looked towards the general direction of the building, deeper into the Everfree Forest. He and the town had remained, until this point, at the fringes of the place, technically in the forest but still under the sunlight. Sepia really didn't want to go further. Even when he travelled through the forest, he never went so far in he could no longer see the edges of the forest. Still, something had to be done.

"Fair enough, I'll start my search there," Sepia said, "Colgate, take charge while I'm gone."

"Sepia, have you gone crazy?" Colgate asked, voice even, "You can't go there alone, Celestia knows what'll happen to you."

"Look, I honestly don't want to," Sepia said, "All I want to do is go home, eat some hay, and make clocks. I want to be Sepia Tock." Sepia stood up, "Unfortunately, I don't get to be Sepia Tock today. Weird things are happening, our usual problem solvers are gone, so I have to be the Doctor." Sepia paused, and then added, "I really hate that."

Colgate sighed, "At the very least let me come with you."

"No," Sepia answered, "Someone needs to keep..."

"The other ponies can handle themselves," Colgate interrupted, "Besides, if you're going to be the Doctor, you're going need a companion."

"I don't need a companion."

"Sorry, but you do," Colgate shrugged, "I don't make the rules."

Sepia looked at his assistant. "Fine," he conceded, "But you behave yourself."

Colgate gave a humorous salute, "Aye-aye, Doctor." Sepia eyed Colgate. "Sepia," she corrected herself.

Sepia nodded acceptance of the change, and went back to the main camp to announce his and Colgate's departure.

* * *

><p>"So, I was thinking, what if we could design a clock that kept track of, not only the time, but also the day and month?" Sepia said to Colgate, trying his best to keep his mind away from the worry and panic that was threatening to erupt, "Sure, it'll be bigger than the usual clocks, but I think we'd be able to turn a nice profit."<p>

"Oh yes, I would certainly buy one." Colgate replied, for much the same reason Sepia had brought it up, "However, wouldn't that require that require a twenty-four hour clock for the hour and minute face as opposed to…"

A nearby bush rustled, causing the two to freeze in their tracks with bated breath. When no threat presented itself, the clockmakers continued.

"Where was I again?" Colgate asked.

"Twenty-four hour clock," Sepia said, "I can see what you mean. Wwe're still approximately five years away from perfecting the twenty-four hour clock, and then teaching everypony how to read the new face." Sepia heard shuffling in a nearby tree, but decided it best not to mention it, shoving concern to the back of his head, "However, we merely have to design the date to shift when the hour hand reaches twelve twice. Give the day wheel half-turns to compensate."

Colgate saw the logic in this. "Yes that should work," she said with a nod. They travelled quietly for a few hoof-nibbling seconds as Colgate desperately searched for follow-up. "What about the months?"

"What about them?" Sepia asked, happy for the conversation.

"Well, they lack a regular number of days," Colgate said, "They switch between thirty and thirty-one days."

"Oh, you're right," Sepia said, "Plus February changes year to year."

"Might be easier to build a twenty-four clock," Colgate said as they finally reached the rope bridge before the castle ruins.

"Well, that's a concern for the trip back," Sepia said, and held his hoof up regally, "Ladies first."

Colgate looked at the bridge, then at the fearsome castle. "I'll waive chivalry this once," she said.

Sepia searched for a reply. "Come on, Colgate, no reason to be afraid," he said with a forced smile.

"Then why don't you lead the way, Sepia?"

Sepia couldn't dispute the question, so he took the lead. "Promise me, if this all ends up unwound, they get my name right in the obituaries," he said as they walked over the bridge and into the ruins.

"I will," Colgate said, "Though I may have to throw a word or two in so ponies know what the community's lost."

"Sure, just be respectful," Sepia said.

"So, no clock puns?"

"No clock puns," Sepia forced a smile to hide his concern.

The inside of the castle was no more pleasant than the previous scenery. Holes had eroded sporadically in the structure, moss and ivy carpeted and wallpapered the ancient stones, and general dampness abounded. Sepia and Colgate walked through the main hall and into the throne room where, frozen in place, stood Twilight and friends, faces full of panic, fear, and anger. A surprisingly ornate throne stood before them, where a gray pegasus sat, mouth curled maliciously, his orange eyes beaming at his two new guests. "Ah, Doctor, you've arrived!" he said with both excitement and joy, "And this lovely young mare must be your companion. How lovely!"

_There's something eerily familiar about this pony_, Sepia thought, but he couldn't quite put his hoof on it. "Master Ragnarok, I presume?"

"Oh, please, just 'Master' will do, Doctor." The Pegasus fluttered off the throne before continuing, "Ragnarok is merely a call to… earlier days. I'm better than that now."

Sepia stared at his opponent. "So, you're behind all the time bubbles, right?"

"Time bubbles? How quaint," Master Ragnarok said, "However, yes, I am the one who left those around town. I'd get rid of them but, well, they're so much fun, you know?"

"They've disrupted lives," Sepia said, "Ponies are cowering in the Everfree Forest, frightened of them."

Ragnarok chuckled to himself, "Really now? Well, that's quite dandy. Nice to see my time spent practicing has already livened up the place."

Colgate was examining Rarity. "How did you do this?" she asked as she prodded the white unicorn.

"Oh, it was just a matter of making a limited time field," Ragnarok said, suddenly at Colgate's side, as if he were suddenly drawn into the frame, "For all intents and purposes, time is just not moving for them."

"They… aren't aware, are they?" Sepia asked, carefully picking his words.

"I wouldn't know." Ragnarok began walking back to his throne, then suddenly teleported to it, "I haven't been in the position myself to observe."

"You don't have a horn," Colgate said with the caution those talking to crazy ponies often have, "How are doing all this… timey-wimey stuff?"

"What, didn't the Doctor tell you?" Ragnarok said, and then turned to grin at Sepia, "Surely you must know, right, Doctor?"

"Right," Sepia said, "Just to be clear, I'm not actually Doctor Whoof. He's rather… fictitious…"

"Don't you dare lie to me!" Ragnarok snapped, rage suddenly filling his eyes, "You can't fool me with such weak fibs!" He suddenly cut into a serene, if still crazy, attitude. "Excuse me," he chuckled awkwardly, "I didn't mean to get so upset. Got a bit caught up in the game."

"This is all just a game to you?" Sepia was nervous. Not only was this pegasus a few grains sort of an hourglass, but he had powers to make the grains not matter at all.

"Oh yes, isn't that what life is to you after all, Doctor?" Ragnarok beamed, "Round after round of fun adventures, gleefully skipping around with that box of yours?"

"I am not Doctor Whoof," Sepia repeated with an even, reasonable voice, "My name is Sepia Tock, I am only a clockmaker."

"Liar!" screamed Ragnarok, "Naughty Doctor!" The pegasus blurred very briefly

Sepia suddenly hunched over in pain. It felt as if he had just been kicked in the stomach. "How are you even doing that?" he gasped out.

Ragnarok laughed triumphantly, "What, you still haven't figured it out?" He brandished a silver pocket watch from beneath his right wing. "Recognize this?"

The cover of the silver pocket watch bore the symbol of a winged hourglass, cogs filling the bulbs. Sepia had a suspicion that, if opened, the clock face would be clear, revealing the inner workings of the watch, each expertly placed cog doing its job, keeping track of the ever escaping resource.

"You have got to be kidding me," Sepia moaned.

Ragnarok smiled triumphantly as he placed the watch back under his wing. "I must say, I'm surprised how cheap you let it go," Ragnarok began to pace, "However, I suppose it makes sense. Deep down, you live for a good challenge."

"I sold it to you because I thought it was an old pocket watch!" Sepia said, "I own a clock shop. I sell clocks."

"Yes." Ragnarok donned an expression of false pity, "I must say, Doctor, that is a terrible cover, don't you think?"

"Hold on, hold on," Colgate intervened, "Sepia, you sold that to him?"

"It was at the bottom of the sale box," Sepia said, "It was covered with dust. I figured it was just an old watch, he seemed excited to have it, so I did the merchantly thing to do."

"Of course he was excited to have it, it has time powers," Colgate lectured.

"Had I known that, I would've charged more," Sepia answered dryly. He looked at the gray pegasus. "Look, Ragged." He felt the pain of being kicked again. "Master," he gasped, "Why? What's the point?"

"Why does anyone ever do anything?" Ragnarok answered, "I want to go down in history. I will be the pony who defeated the mighty Doctor Whoof."

"Oh, sweet Celestia," Sepia muttered, "Fine, you win, I give up. Will you please stop URG!" He suddenly found himself flying backwards. He crashed into the wall behind, a brick falling out with him. "Fine then, how do you want me to surrender?"

"Surrender is for cowards." Ragnarok hissed.

Sepia groaned, aches coursing his body, he walked up to Colgate, "Colgate, run."

Colgate opened her mouth to argue.

"Just do it." Sepia hissed.

Colgate looked at Master Ragnarok, who was laughing to himself. She turned to leave, and began a fast trot. Without warning, Ragnarok was before her. "Now now, we can't just leave, can we?" he chastised, "That would spoil all the fun!"

"Oh, let her go," Sepia said, "It's me you want anyways."

"Certainly, Doctor!" Ragnarok said, "But what fun is a game if there are no stakes to back it up?"

Colgate backed away slowly, "It's not exactly fair standings at the moment," she said, "You've got… whatever that watch is, and we've got nothing."

"You've got your wits," Ragnarok said, mad smile on his face, "From what I understand, that's all he needs."

Sepia and Colgate exchanged worried glances.

"So then, Doctor, here I am. I can control the very nature of time, and I am challenging you." Ragnarok teleported into Sepia's face, "What're you going to do about it?"

Sepia backed away, "I'm guessing asking nicely is out of the question?"

"Oh, what fun would just giving up be?" Ragnarok answered from his throne.

Sepia turned to Colgate, "So, you have any bright ideas?" he asked.

"Any ideas on how to battle a crazy, time-commanding pegasus who teleports?" Colgate retorted, "Nothing occurs to me, no."

"Doesn't hurt to check," Sepia said.

"What are we talking about?" Ragnarok whispered to the two.

Colgate and Sepia jumped back, "Fine, I'll admit, there is no way I can defeat you."

"Excellent," Ragnarok said, "I suppose I should destroy you now?"

"Now, now, hold on," Sepia said, trying to maintain a reasonable tone, "Are you sure you want to do that? Any old pony can win with such a clear advantage. However, what pony could succeed against an opponent who's ready for you." Sepia smile nervously, "Now, do you want to be known as the pony that cheated their way to victory, or the pony who earned their victory?"

Ragnarok considered this, then grinned, "You know, you're right Doctor. How rude of me. I failed to give you proper preparation." He looked at Sepia, "Tell you what, I'll give you until nightfall. I'll be waiting at that insignificant clock shop I found you in."

"That sounds fair!" Sepia said, "Now, we'll just go, and I'll be sure to-"

"Now hold on." Ragnarok said, "I'm afraid it's just you leaving." He gave Colgate a sinister look, "I need some way to make sure you don't run."

In a blink, Ragnarok, Colgate, and his other time-frozen victims were gone.

Sepia Tock stood, alone in the throne room. "Hey, Sepia, everyone looks up to you, you can handle this, how hard can it be to fix it?" he said to himself in mocking tone, then sighed, "Good job, idiot."

He turned and exited the throne room, starting the long trek back to the base camp, his mind desperately working to find a solution, but none was arising. For the first time in his life, Sepia was wishing he actually was Doctor Whoof. Maybe then he'd be able to fix this.


	7. Chapter 7: Mr Tock and Exposition

Sepia Tock wasn't in a good place when Trixie arrived at the Ponyville refugee camp. While she never claimed to be masterful of psychology (one of very few things she's never claimed), it wasn't exactly that hard to deduce.

"Excuse me, Sepia? What are you doing?" she asked when she approached his improvised work bench.

"I am building a clock!" Sepia said, "I'm a clock-maker, it's what I do best!"

Trixie looked at the tools and materials he was working with. "Really now,  
>she said, "Will it be an especially good clock?"<p>

"Oh yes, it will be the best clock in the world! It will tell you the time and date!" Sepia said, "I have hit a snag, though."

"Really?"

"Yes, I just can't teach this ferret to count!" Sepia said irritably.

"Could that, perhaps, be due to the fact your ferret appears to be a sock stuffed with turnips?" Trixie asked.

"That's no excuse for laziness!" Sepia declared, then leaned over to Trixie's ear, "Just between you and me, I think the ferret may have a few handicaps."

Trixie blinked slowly. "Yes," she said at last, "well, I hear that socks aren't well known for their intellect."

Sepia looked shocked and mildly offended, "My dear lady! I will have you know, just the other week, I attended a tea party with some delightful socks!"

"I'm sure you did." Trixie said, reassuringly, "There wouldn't happen to be somepony else Trixie could talk to, could there?"

"Well, you could always talk to my assistant," Sepia said, "Colgate is such a very lovely filly. She always likes meeting new ponies. The two of you will hit it off nicely."

"Where can Trixie find this Colgate?"

"Oh, Master Ragnarok is holding her hostage," Sepia said, "Very scary, Master Ragnarok. Controls time, and wants me dead."

"What?"

"Well, I think he wants me dead," Sepia continued, "I'm not a hundred percent certain. He wants be defeated, at the very least. Mind handing me that screwdriver?" Sepia pointed to a rock.

Trixie levitated the rock to him. "Are you feeling okay?" she asked in a careful tone.

"Well, besides the mental anguish of having my assistant kidnapped by a madpony who thinks I'm Doctor Whoof, with me powerless to stop him, and him refusing to take on anypony besides me, plus the physical beatings he scored on me through time trickery, I've been feeling pretty good," said Sepia with a manic smirk, "Hand me a screw?"

"Oh, I'm sure you've got plenty loose as it is," Trixie mumbled, "Is there anything Trixie, the Great and Powerful, can do to help?"

"Nah," Sepia said, "I'm doing well enough with this clock on my own." He looked at the unicorn, "How've you been?"

"Well, I wrote to Princess Luna like you suggested, and she was more than happy to let me use the Canterlot Library," Trixie answered, "I was just on my way there when I heard about the awful problem you've been having here, so I thought I'd come by and see what I could do."

Sepia paused, revelation erupting from his face. "Trixie." he said with a smile, "Do you think you could use your magic to make my ferret learn to count?"

Trixie looked at the sock. "I don't think even Celestia herself could do that."

"Oh," Sepia looked dejected. His ears popped up as another idea sprung into his brain. "Wait, what if I asked the princesses to help me?"

"With the sock?"

"No no, Trixie," Sepia said, "With Master Ragnarok! Surely they must have some idea about how to fix this! Trixie, fetch me paper and pen!"

Trixie gave Sepia a look that said "That is far below me."

Sepia, regaining his senses, shook his head, retrieved the articles himself, and wrote a letter to the two princesses. When he was done, he called over Derpy.

"Yes, Doctor?" she asked.

"It's Sepia," the clock-maker said automatically, "I need you to take this letter to Canterlot and to the princesses straight away!"

Derpy saluted, "Aye aye, Doctor!" Derpy bolted off towards the general direction of Canterlot.

"About time," Soarin said, revealing himself from behind a tree, "Took you forever to write that thing."

"Soarin! Buddy! What're you doing here?" Sepia said happily, "It feels like it's been forever since I saw you!"

Soarin gave Sepia a reassuring pat, "Well, it's only been a day, but I appreciate the sentiment. As for why I'm here…" Soarin fished a letter from his flight suit, passing it to Sepia, "Luna wanted me to get this to you. Unfortunately, due to time issues, I got here before I left, so I had to wait a bit so I don't accidentally break something."

"How did the date go?" Sepia said, opening the letter

"It got interrupted by the Gala," Soarin answered.

Sepia looked up from weighing the ends of the letter down with the ferret and screwdriver-rock. "The Gala's on?"

"Sepia, now's not the time," Soarin said, "You may want to save Colgate first."

Sepia sighed, "Okay, okay, you're right." He turned to the letter.

My dear friend Sepia,

I write to you from a tea party I am hosting instead of attending the Grand Galloping Gala. It is quite the event, in which I, the puppets, Tia, and me again are in attendance. I would invite you to try and join us, but I know you have very important work to do, and I must not distract you from it. The situation you described in your letter is very unfortunate, and I am saddened you must face it. Celestia is distraught over the capture of her favorite student and her friends, and wishes me to impress upon you how much their rescue would mean to her.

Anyways, I think I should probably tell who you are truly going up against. To put it poetically, you are, indirectly, battling the mother of Celestia and me. She and our father are the creators of this world. Our father had the power to create mass and matter, and he created the lands and sea, from the biggest mountain, to the tiniest grain of sand. Our mother started the movement of time in this world. Their magics then created life, starting with my sister and I, then moving on to animals, plants, and such, gifting them a fraction of their power so the new life could create further life. However, as the world expanded, and life blossomed, they feared they'd be incapable of maintaining balance, so they crafted the three breeds of ponies to assist with the functions of the world, each acting, if you'll excuse my pandering metaphor, as a cog in the larger clock that is our world.

Over time, the ponies took over all the smaller duties of the world, leaving only the sun and moon beyond of their capabilities. When my sister and I finally mastered the tasks ourselves, our parents found that they were no longer necessary. My father intended to fade into mythology, and join pony society to enjoy his art. My mother, who I suppose I take after, went mad from the feeling of being obsolete. She did horrid things, which I do not currently wish to relive, so you'll have to take my word. My father was forced to step in. He found the greatest clockmaker in Equestria and, together, they crafted the perfect watch in which to capture Mother. After a fierce standoff, she was sealed within the watch, and those knowing of it were sworn to secrecy to prevent the artifact's misuse. Today the all that is left of the dark time before my Mother's imprisonment is the Everfree Forest.

We purposely lost track of the clock, leaving no record. Obviously, some fault in the plan has arisen, as you are now tasked with reclaiming the watch. Now, I cannot say for certain, but I am suspicious that Ragged Rocks, or Master Ragnarok as he calls himself, may be a descendent of the original clock maker. I dread what could have possibly driven him to do the things he has, and what he may do in the future if he cannot be stopped. Unfortunately, due to the inherit magic of my sister and I, we cannot come in contact with the watch, in fear that our Mother will be freed and do awful things.

Luckily, Ponyville has you to help them. Now I know you don't wish to fight it, as you are not what the populace thinks you are, but I must insist it be you, alone, who retrieve the watch from him. Sorry to press such a dire directive onto you, but that is where we stand. If it makes you feel better, you will most likely be rewarded for your service, and I will make sure every publication credits you by the correct name. Good Luck

Your Friend,

Princess Luna

PS: I have given the mailpony a muffin as per your request, and she is very grateful. She also portrays the Brigadier General very well, which is also appreciated.

Sepia carefully rerolled the letter, setting it aside so he could add it to the rest of the letters once he got home. He looked at the supplies he'd attempted to make a clock with, ignorant how he intended to accomplish anything with what was laid out before him.

"So… what did it say?" Soarin asked.

Sepia shrugged, "It said… stuff… stuffy stuff. Important stuffy stuff. Secret stuffy stuff."

Soarin nodded at Sepia's words. "Experience tells me that's the best kind of stuff," he said.

"I like stuffy stuff," Trixie agreed, "However, how should I, the Great and Powerful Trixie, fix this?"

Sepia looked at Trixie, "Step one: stop with the grand language. No offense, but all this is very time sensitive, and…"

"Point made," Trixie said, "Blunt language it is."

"Good," Sepia said, "Second: Soarin, could you still clear a sky in twelve seconds?"

"I'm afraid, at last check, it takes me thirteen seconds," Soarin admitted, "Will that be a problem?"

"No, I just need somepony fast," Sepia replied, "Trixie, you studied plenty about illusions, right?"

"The great…" Trixie started, but caught Sepia's eye, "Yes, I've mastered illusions."

"Can you replicate another pony?" Sepia asked.

"Pfft, child's play," Trixie answered.

"Disguise a pony with an illusion?"

"Even simpler," Trixie answered.

"Good," Sepia said, "I have a plan, and I'm going to need both of you."

* * *

><p>Master Ragnarok sat in the clock shop, smiling widely to himself, staring out the big storefront window. He had made a small bubble around the window so he could watch it snow. He always enjoyed snow. There was something relaxing about it. He watched the window fog up and a light layer of ice grow from the corners. He kept staring until he grew tired of it.<p>

He looked to Colgate, her face frozen in simultaneous surprise and displeasure. "Staring contest!" he announced. He leaned forward slightly, staring straight into her unblinking blue eyes. The two stood, one frozen by time, one frozen by a madness that seemed to be radiating. Ragnarok kept it up for a full minute before he finally blinked. "Oh, you cheater," he said in a playful fashion, "You're lucky I have too much integrity to cheat like you do, Miss Cheater-pony… face."

Ragnarok slumped behind the sales counter, head on hooves, lost in thought. He sighed a sigh of boredom. He looked to his prisoners, crowding the store. He walked into the kitchen, and was struck by an idea. The water took mere moments for him to boil, and he infused the leaves into it even faster. He moved the seven ponies around the kitchen table, and laid out a spread. "Thank you all for attending the first weekly Ragnarok Social club meeting! Now, I know we have relatively few members at the moment, but I believe that gives it all a much desired intimate feel that socials should have."

"Thank you for having us," Ragnarok's voice emanated from the still Twilight, "I just wanted to ask: what is your favorite book?"

"That is a very good question, my dear," Ragnarok said, "Unfortunately, I never had much time to read. Then again, I suppose I have all the time I'll ever need now, don't I?"

"Excuse me, Master," This time it was Fluttershy, "I was wondering if you wouldn't mind passing the tea cakes?"

"Oh, the tea cakes, I forgot!" Ragnarok said, "Give me just a second."

A second latter, a platter filled with delicacies materialized on the table, "There we go!"

"Ooh, cupcakes!"

"Easy now, pink one," Ragnarok said, "You don't want to get a cavity, do you?"

"You need to keep care of your teeth!"

"You're right, Miss Companion," he remarked, "Dental hygiene is very important."

"Excuse, Master Ragnarok?"

"Yes, hatted one?"

"Would you mind relating to us your life story?"

"Oh, you wouldn't want to hear that." Master Ragnarok said with badly faked modesty.

Ragnarok voiced encouragement from various points around the table.

"Okay, okay." Ragnarok waved his hooves back and forth slowly, "It all started when I was a young colt. My grandfather would relate to me the tale of the clock so perfect, so in synch that it contained time herself." Ragnarok leaned in a bit, "Time's a mare, you know. Anyways, my family, for generations, has been clock makers. My father, his father, his father, his aunt for some reason, her father, on and on, as long as there have been clocks, my family's been making them." Ragnarok ate a cupcake, "However, I observed that, when you get down to it, no one's become famous from making clock, but everyone remembers a good villain."

"Fascinating observation, Master!" The lavender one said.

"Indeed. So, I began hearing tales of Doctor Whoof, and I thought to myself 'Well, there's a way to be known by everyone!' So I set out to be the greatest villain in Equestrian history, with step one being utterly defeating the greatest hero! So I decided what I needed was that watch. Hence, my cutie mark!"

Hoof stomps echoed.

"Thank you, thank you, I know, it's utter genius," Ragnarok smiled to himself, tapping a hoof, "I wonder how long until he'll get here. I hope he doesn't just skip our little date." Ragnarok looked at Colgate, "You're his companion, what do you think?"

Colgate said nothing.

Ragnarok idly tapped his hooves. He wondered back into the shop, and looked at the clocks for sale. He had to admit, they were excellently crafted. Very beautiful. Then again, the Doctor probably had plenty of time to learn a trade or two. Ragnarok went into the workshop, and looked at the works currently in progress. He stopped at one clock, and saw that it was running slow. It seemed the spring was over stretched. Ragnarok flipped it over, removed the back, and carefully removed the spring, found the proper replacement, and carefully threaded it in. He wound it and checked that it was working properly. He replaced the back. "How unprofessional." He sighed. He went back to the store front and waited. He supposed he could've sped up time, but good things are worth waiting for, and there was snow to watch.


	8. Chapter 8: Mr Tock and the Watch

The sun was on its way to below the horizon, and the moon was getting higher. The bubbles seemed to have increased in numbers since the last time Sepia braved them. For the sake of blending in, Trixie and Soarin had left their notable outfits behind, stashed in a hollow tree to be reclaimed later. Soarin made to preemptively sign his flight suit in case it went missing anyways.

The three ponies carefully wandered the bubbles to Sepia's shop. "So, this Master Ragnarok is doing all this," Soarin indicated the domes, "with a watch you sold him?"

"That's the general gist of it, yes," Sepia answered, "I mean, there's some complicated history, and bad moves performed in ignorance, but yes."

"I see," Soarin said, "Could you make me one?"

"Even if I knew how, Ragnarok's got a one of a kind power source," Sepia answered.

"I know, but just imagine! I could rewind and get an outside perspective on my tricks!" Soarin said excitedly, "Best way to see where you went wrong."

"You could fix your mistakes," Trixie continued from Soarin's thought, "Plus it would really impress the crowd!"

"I'm sure it could," Sepia said, unimpressed.

"Come on, imagine the possibilities, Sepia," Soarin said.

Sepia tried to imagine.

"You could travel time, fight evil." Trixie added, "You could actually be Doctor Whoof!"

Sepia thought on that point. He certainly could live up to those rumors. He thought of all the times and places he could go to. He could see the invention of the first clock, watch the construction of the mighty Canterlot clock tower, or attend a few of Octavia's classic concerts in pony. Foremost in his mind, however, were certain words from Luna's letter: the watch was constructed to keep perfect time. You could look at it at any moment, and know what its face tells you is absolute. Never lose a tick, never have to reset the hands, always have the exact time.

The cog work of the thing must be absolutely breathtaking.

"Sepia?" Soarin waved a hoof in front of Sepia's face.

Sepia snapped out of the day dream, "What? Sorry, did you say something?"

"We're here," Trixie pointed at the clock shop.

In Sepia's eyes, there was something haunting about it. He was filled the terror born from the knowledge that, in your home, right now, something malicious waited for you. "Right..." Sepia said, foreboding in his voice, "I'll take the main entrance; you two go around back and get his prisoners out of there while I keep him distracted."

"Will you be all right?" Soarin asked, worried.

Sepia gave his friends a nervous smile, "Oh yes, he can only kill me." The watch and its powers came to Sepia's mind, "Several times. Over and over. Until he gets bored."

The three stared at the store, knowing they really should enter, but didn't want to be the one take charge of the situation.

"That sounds horrible," Trixie said to Sepia, looking over her shoulder, "Last chance to get out of here. Set up a new clock shop in another town, never speak of this again."

"I can't do that," Sepia said with a sigh, "Apparently I'm the only one who can put a stop to this, and everypony is counting on me. If I fail, please tell Colgate the store is hers. She'll do a terrific job with it."

The three stood in silence again.

"For Equestria?" Soarin suggested.

"For Equestria," Sepia and Trixie echoed.

They set out on to accomplish their missions.

"Ragged, I'm here!" Sepia announced, entering his shop. He looked at his clocks. They were all off, ticking to their personal own beats, each telling a different time, a hoofful running backwards.

"Ah, Doctor, you've come! I was getting worried," Ragnarok said, exiting the kitchen, mad grin on his face. He spread his wings out dramatically, "Here we have it, the big confrontation. The final battle! The Doctor's last stand! What fun this will- what're you doing?"

Sepia looked over from the clock he was working on, the glass cover open, "Just correcting this." He closed the clock, then looked around his shop, "Did you really have to mess them all up? It's really hard to maintain them all as it was, it'll take me forever to get them back on track."

"I got bored," Ragnarok answered grumpily, "It was something to do."

Sepia pointed to a small group, "Those three are running backwards."

"You took a remarkably long time."

"This one is built backwards!" Sepia looked at a specific specimen, "Even the face is reversed! Why?"

"Ponies love those," Ragnarok said, "Fun gag, you know. Real conversation starter."

"I see you stopped that one," Sepia pointed at another.

"That one is actually broken." Ragnarok said, his eyes analyzing the timepiece "It was like that when I got here. I was just about to repair it when..." Ragnarok stopped himself, considered the conversation, and angrily looked at Sepia, "Oh will you stop stalling!"

"You're right," Sepia admitted, looking at the clock, "It is broken. How'd this splinter get in there?"

Sepia removed it from the wall, trotting towards the workshop, sneaking a quick glance to the pegasus and unicorn moving Pinkie and Fluttershy out the back door of the kitchen. Three ponies were left before Soarin and Trixie could help deal with Ragnarok.

"Will you drop the act?" Ragnarok demanded angrily, time-jumping into the workshop, "You're not fooling anypony!"

"Hey, Colgate finally replaced the spring!" Sepia remarked after setting his clock down on a work bench besides the Mayor's clock.

"Stop ignoring me!" The grey pegasus demanded, stomping a hoof.

"Start being interesting," Sepia retorted, picking up tweezers. He went flying, colliding with the hourglass builder, turning its blow torch on. "Ack!" He spit his tweezers out of his mouth, "Be careful! I nearly swallowed that!"

"When I'm done with you, that'll be the least of your worries," the pegasus hissed, then dived at the brown earth pony, who barely avoided the strike by jumping to the side.

The torch broke off, setting fire to the oil that was pooling from the tear in the fuel line. "Great…" both ponies remarked. Sepia caught Ragnarok's angry glare, and bolted out of the workshop and into the shop proper.

Ragnarok chased after Sepia, "Get back here you… what the hay?"

Five Sepias were standing in the shop, looking at Ragnarok.

"Okay, how're you doing that?" Ragnarok asked.

The Sepias didn't answer, but they did increase, walking in from the kitchen and down the stairs.

"Seriously, stop, this is weird," Ragnarok said.

The Sepias kept appearing.

Ragnarok let out an irritated scream and jumped at a nearby Sepia, who vanished. Ragnarok searched around in confusion real quick, and then tried another Sepia, who also vanished. Ragnarok stood up, a victorious grin slathered on his face, "Ah, illusions, huh? Well, I'll just have to keep attacking until I find the real Doctor!"

"You do that," Sepia's voice said from somewhere in the crowd, "I don't know what our upper limit is, but I'm sure you won't have time to try everyone. Besides, you set fire to my shop."

Ragnarok fluttered into the air, "Huh! It'll be easier than you think!" He chuckled evilly, "I have all the time in the world!"

"No you don't," Sepia answered simply.

Ragnarok let another evil laugh, "Don't tell me you've forgotten about my distinct advantage." He displayed the watch, the chain looped around his left wing, "Still, it'd be such a hassle to beat every last one of you… Oh, I know." He glided swiftly into the workshop, where the fire had spread to engulf almost the whole room. Ragnarok grinned to himself and picked up a wooden clock that was beginning to burn, and flung into the store proper, then fluttered back over to it, concentrating the watch's magic on it, causing a rapid expansion of fire, which began to lick at and evaporate Sepias, none of them reacting to it. None, that is, except one, who backed away from the encroaching flames. "Got you now!" Ragnarok announced.

Sepia bolted for the door.

Ragnarok chuckled a little, "Silly Doctor, you can't escape me that easily."

Sepia shouldered the door open, stopping outside to pant.

Ragnarok stopped time, happily trotted to grab an extra propane tank from the kitchen, brought it to the world of no time with him, and then tossed the tank into the flames.

Sepia gritted his teeth, silently praying that Ragnarok would still play his part.

He heard the loud explosion.

Sepia looked over his shoulder and saw his entire store engulfed in flames.

Ragnarok appeared before him, laugh that mad laugh of his, "What are you going to do now, Doctor? You can't beat me."

Sepia gave Ragnarok a calm gaze, "How quick are you with that watch, Ragged?"

Ragnarok gave Sepia a confused looked, "What's that supposed to mean?"

"Well, I guess the better question is, can you stop time in less than twelve seconds?" Sepia clarified.

Ragnarok scoffed, "Time is irrelevant to-"

He was interrupted by the force of a light blue pegasus, at high speeds, thunderclouds streaming from behind him, slamming in Ragnarok, pinning him to the ground.

Sepia calmly walked over to Ragnarok and removed the watch from his wing, setting it carefully outside the reach of the defeated pegasus. Sepia looked at Soarin, "Did Trixie get out of there?"

Trixie trotted over from the side of the burning building. "Don't worry about me," she declared, "such a pedestrian thing as an explosion cannot possibly stop the Great and Powerful Trixie!"

Sepia shook his head at the pegasus on the ground. "Well, then, Mr. Rocks, what do you have to say for yourself?" he asked.

Ragged struggled under the stronger Soarin. "Get off me!" he shouted, "That's no fair, Doctor, you cheated!"

"Why can't you be a good loser?" Sepia asked, "Besides, who would the Doctor be without his companions?" Trixie and Soarin smiled triumphantly at the line. Sepia leaned in to give Ragged a hard glare, "Now, let's get this straight right now: Doctor Whoof is not a real pony. Never was, and never will be. You have terrorized the poor inhabitants of this town in pursuit of a fairy tale. There is a refugee camp set up in the Everfree Forest. The Everfree Forest, Ragged. You have made ponies so afraid of their own home that they sought sanctuary in the _Everfree Forest_!" Sepia picked up the watch, "Now, how do I use this?"

Ragged grinned, "Hand it over and I'll show you."

Soarin slapped the smug pegasus.

Sepia sighed and opened the watch, looking past the glass face at the interlocking gears, each turning and doing their part of the overall assembly. Inside lurked the powers of time itself. He just had to connect with it.

Knowledge flowed into Sepia's mind. The method and process of the power became clear to him. He smiled, and waved a hoof at a nearby time bubble, and it shrank away until it ceased to be entirely. He then dismissed another bubble, and another. He went over to where the seven frozen ponies had been placed by Trixie and Soarin and gently tapped Colgate, who awakened.

"Sepia!" she screamed.

'Whoa, calm down, it's okay," Sepia said, waving his hooves reassuringly, "It's okay, I've got the watch now, and Soarin has Ragnarok. It's over, everything's fine"

Colgate looked around, her eyes stopping at the shop. "Sepia, the store is on fire."

Sepia looked at the store. He blinked twice. "Okay, that's still a problem. Uh, Trixie, would you mind getting the weather patrol to put this out?"

Trixie ran off to retrieve the team.

Sepia smiled at Colgate, "So, how was it?"

"Like a really long blink." Colgate answered, "One moment I'm in the castle, the next I'm here."

"You weren't aware at all?"

"Nope."

"Good." Sepia rolled the tension out of his shoulders, "Well, I'll start cleaning up, why don't you get back to base camp and contact the princesses."

Colgate nodded, "Okay then!" She ran off.

Sepia walked over to Soarin, "Think you can hold him until the authorities can take him."

"Why don't you just freeze him like he did to them?" He pointed at Twilight and friends.

Sepia shook his head, "No. As poetic as it would be, I refuse to be so cruel."

Soarin nodded to this wisdom. "Fine, it's your watch," he said.

Sepia looked at the watch. The greatest clock in existence, containing time itself. "Actually, to be fair…" he trailed off, and looked at Ragged, who had given up struggling, "I owe you a new watch, I'm afraid, since you do pay me for one." Sepia smiled, "I'll try to make it as similar to this one as possible."

"What happened to not being cruel?" Ragged groaned.

"Well, I could refund you the bits if you'd like." Sepia offered.

Ragged just went silent, choosing to patiently wait to be arrested.

"Have your way then," Sepia said, "I'll just tidy this all up now then."

Sepia started with the flaming ruins of his home. He could see thin outlines now, where past, present, and future were pressing against each other, and resumed unsummoning the small bubbles littering the area. Unfortunately, the explosion was an event firmly planted in the present, so he had to leave the store in flames. He then set about removing the larger bubbles throughout Ponyville, bring each pool of past back to the present. When he was halfway through cleaning up the town, the weather patrol had finally wrangled up the rain clouds to extinguish the store, so Sepia paused his efforts to investigate the remains. He carefully moved rubble around, checking if there was anything immediately salvageable. He found one trinket that had managed to be unscathed. He smiled to himself as he picked it up, "Good to see you're alright, buddy." He said.

The tin dog said nothing. Sepia smiled whimsically to himself, setting it down on a stable table, only lightly flamed licked, and went back to the bubbles.

He made short work of them, the frozen ponies, and the wall of time distortion between Ponyville and Canterlot. Town cleaned up of chronological interference, the ponies of the town began to head home, gossiping about what went down, speculating as to what occurred while the Doctor was away, and the incoming guards of the realm.

Sepia, Trixie, and Soarin gave a report to a unicorn with a notepad as Ragged Rocks was taken away, wings restrained so he wouldn't out-fly the guards. Once the guards were gone, Sepia sat with his friends, looking at the burned structure before them, "Well then, this is disappointing," Sepia said.

"What're going to do with the watch now?" Soarin asked.

"I haven't decided yet." Sepia said. They kept silent for a moment. A thought came to Sepia's mind, "I need to go and stop the Gala from looping, don't I?"

"That would be nice, yes." Soarin said.

Trixie stood up first, "Well, I need to take advantage of the library anyways."

Soarin stood up next, "Yea, and I have a date to finish," he said reluctantly. "Then again, perhaps I could easily weasel out at this point," he added contemplatively.

Colgate stood up, "I'm going along too because… I have nothing better to do, my job burned down."

Sepia stood up and stretched, "You think we can catch Octavia while we're there?"

"You'll still need tickets," Soarin answered, "Sorry."

"Oh, well," Sepia sighed, "I'll just have to wait for next year then."

"Hey, grab a ticket early. Use a little watch magic, and it won't be so bad," Colgate said.

"I'll think about it." Sepia lied.


	9. Chapter 9: Mr Tock and his Life

A crowd was beginning to build in front of town hall, whispering among themselves about the ceremony. Behind the curtain, Colgate was fretting over Sepia's tie. "Are you sure about this one?" she asked, "I still have time to go grab a neck tie."

"I feel no shame in bow ties," Sepia said, "They're fancy, fun, and they don't get caught in things."

Colgate rolled her eyes as she straightened the piece of neck decoration, "If you say so, it's your celebration."

"Yes," Sepia said, "Yes it is. It's pretty nice, being celebrated for what I've actually done."

The Mayor her position at the podium, "Fillies and gentlecolts, today we honor another of our brave citizens with the Prized Pony of Ponyville Award!"

This elicited cheers and stamping.

"This pony has been a long time benefit to our society; keeping our everyday lives functioning in subtle ways. If it weren't for him, our fair town would have descended into chaos long ago!" Sepia nodded to this. He always thought clocks were important, and it was nice to hear it acknowledged. "More recently, his brave actions have brought down a terrible threat, and restored our town to its timely state. I speak, of course, of Doctor Whoof!"

Sepia Tock and Colgate, in unspoken agreement, walked away, abandoning the celebration.

"Should we leave a note?" Colgate asked as they trotted off.

"As many times as we've done these events, when was the last time anypony was behind the curtain?" Sepia answered, "They're used to it." They ignored the cries of confusion when the curtains finally opened and went to the store, where a few contracted ponies were putting the finishing touches in place, including hanging a sign reading 'Sepia Tock's Clock Shop'. "At least the community paid to rebuild the shop," Sepia remarked, "I'm going to miss that old sales counter and desk, though."

"Oh, it wasn't that great. You've got a real sales counter now, with a safe," Colgate said, "Anyways, we should probably get to work on restocking and fixing the salvaged clocks."

Sepia followed Colgate into the new store. It was expanded a little, now taking up the entire first floor, with the shelves now built into the walls. The kitchen had been moved upstairs into Sepia's living space, and the workshop into a newly built basement, with a safe storage area for fuel tanks.

Currently, the salvaged stock was piled against the far wall of the workshop. Sepia rubbed his hooves together. "Alright then, where should we start?" he asked cheerfully.

Colgate looked at the pile, and removed a clock, "How about this one?"

Sepia sighed upon realizing what it was. "How long ago did I say I was going to fix that?" he asked.

Colgate did some quick calculations and then reported, "A month, I think."

"Well, bring it over here," Sepia said, "I'm still going to charge her full price. I did save the world and all."

"As is your right," Colgate said.

Sepia studied the clock carefully. "Well, replace the scratched cover, double check the functionality, and I think it's good to go." He pointed at a pile of clocks that were beyond repair but still could be cannibalized for parts. "See if you can find a glass cover over there, and I'll check the spring," he told his assistant.

"How big?" Colgate asked, looking at the pile.

Sepia grabbed a ruler, laying it by the clock. "Thirty centimeters," he answered.

Colgate found a cover the correct size, unscrewed it from the clock, and passed it to Sepia, "This work?"

Sepia compared it to the face, then unscrewed the hinges of the old cover and replaced it with the new one. "It's perfect, thanks!"

"I'll just start on another then," Colgate said, going back to the 'to be refurbished' pile.

Sepia finished checking the clockwork, and then placed it in a saddle bag that he then donned. "I'll go see if the Mayor is ready to receive the clock then."

Colgate waved him off, "I'll be here."

* * *

><p>"Excuse me, Mayor? You in?" Sepia called into the office as he peeked in the door.<p>

"Oh, Doctor! It's good to see you! You missed your award ceremony!" the Mayor said from behind her desk.

"It's Sepia Tock," Sepia corrected her, "Anyways, I've got your clock. Sorry it took so long to get it back to you."

"Why thank you!" The Mayor said, taking the clock and hanging it on its hook, "How much do I owe you?"

"For time and parts, about ten bits," Sepia answered.

The Mayor considered the price, "You did take a whole month to return it to me."

"I'm sorry, I was a bit busy with, you know, the time bubbles and related chaos." Sepia answered, "So, ten bits."

The Mayor conceded and retrieved the money, which Sepia happily accepted. He turned and left the building and began his walk back to the shop.

"There he is!"

"I did you hear how he saved the day _last_ time?"

"The pegasus was completely loco!"

"The food in the fridge is for _me_, please stop stealing it."

"Trixie is apparently one of the Doctor's companions now! How cool is that?"

"Burnt the entire place to the ground!"

"It's a good thing we have Doctor Whoof around."

Sepia just had to smile for himself. Sure, they still hadn't got his name right, but at least the story was actual his this time around.

* * *

><p>"Colgate!" Sepia called when he entered the store.<p>

"Yes, Sepia?" Colgate pranced down the stairs, levitating a plate holding a slice of cake.

"Where'd this new door come from?" Sepia asked, "And why do we now have gaurds?"

"Oh, it was a gift. Luna brought it over." Colgate answered, "She also brought some cake. Want some?"

Sepia gave the door an appraising look, "Nah, that's okay." He closed the door, "Anyways, how many clocks do we have left to… Princess Luna is here?"

Princess Luna walked down the stairs, "Oh, Sepia, there you are! We cut into the cake without you, I'm afraid, I hope that's okay."

"Good day, Princess." Sepia greeted, "That's alright about the cake, thanks. Thanks for the door too, I guess."

Luna smiled, "I thought it would be a fun little addition to the store."

"It's certainly…. An addition." Sepia replied, and walked over to the safe, turning the dial to unlock it, "Anyways, while you're here, I might as well give you these." He pulled out a metal box and key, placing them on the counter, "I know you said you and Celestia couldn't come in direct contact with the watch, but I thought putting it in some sort of container would help. Then, for extra security, I designed the lock myself. Integrated clock components, so it won't open until an hour after you turn it with the key. I hope that's okay."

Luna looked pleased, if a little confused, "Oh yes, that's a brilliant idea, but… are you sure you don't want to keep the watch yourself?"

Sepia shrugged, "What am I go to do with it? I'm not a time traveler; I'm more than happy with the present." He looked longingly at the box, "Though, I do admit, I wonder about its construction. I can tell a true lover of the craft built it, why else would he make the cog work viewable through the face?" Sepia got a distant look in his eye, "It would be nice to know how one makes the perfect watch."

"We can certainly let you study it for a while." Luna suggested.

Sepia shook his head. "Then what?" he said, "I'd know how to construct the perfect clock, sure, but then all the mystery is gone. I'd have nothing left to strive for." He pushed the box towards Luna, "So, no, I don't want it. You and your sister better keep it."

Colgate slid over to Sepia, "Are you sure? I mean, come on, all of time in your hooves. Think of the adventures."

Sepia gave Colgate a look, "I don't want adventures, Colgate. I'm still reeling from the last one. More would just be a headache."

Luna smiled, "I figured as much. That's why I wanted you to retrieve it." Luna picked up the box and key, "Any other pony would just abuse the power. I knew I could trust you not to exploit the opportunity. You're just too boring." She smiled happily, "Anyways, the ponies of Equestria thank you for your service. If there's ever anything we can do for you, don't be afraid to ask."

"If I ever need anything, I'll just add it to the letter." Sepia answered, diplomatically ignoring the bit about him being boring, "Anything I can do for you, Princess?"

Princess Luna thought for a moment. "Well, Felicity has been wondering what you've been up to," she said.

"I'll be sure to attend your next tea party; just send an invite," Sepia answered, "I'll even drag Colgate along if you'd like.

Luna clapped her hooves. "Oh that would be great. The more the merrier!" She calmed to a simple smile. "Well, until next time, Sepia Tock." Luna and her guards left for Canterlot.

"A tea party with Princess Luna," Colgate said distantly after a time, "What should I wear?"

"I'm sure anything or nothing will be fine," Sepia answered, transferring some of the more valuable items into the safe, "Just as long as you're polite and aren't rude to the socks."

"Socks?" Colgate echoed worriedly.

Sepia gave his assistant a reassuring pat on the head, "You'll do fine, don't worry." He then gave her a taunting grin, "I could probably even have Luna invite Soarin if you'd like."

"Stop teasing me," Colgate said with a giggle.

"I will if you promise never to drag me to another Doctor Whoof show," Sepia bartered.

"No deal," Colgate answered defiantly.

"Well, there you go," Sepia said, "I'll invite him anyways. Probably should also get Trixie an invite too," Sepia continued with a thoughtful smile, then shook his head and snapped back to the present, "Now, let's go fix some clocks! We have a business to reestablish."

They began to work, rotating clock-crafting duties and store minding. The store wasn't exactly busy, so minding the store wasn't very thrilling, and Sepia made a note to set up some kind of system to alert him to arriving customers while in the workshop. Wouldn't be too hard, he figured, just set up some sort of pulley system, and attach it to a bell in the basement.

"Hey, Sepia!" Colgate's voiced pulled him from his wondering thoughts.

Sepia craned his neck to look down the stairs, "Yes?"

"What're we going to do about hourglasses?" Colgate asked.

Sepia groaned. The machine needed serious repairs, but he couldn't exclude the signature product of his store. "Have I ever taught you the old pipe and furnace method?" Sepia asked.

"No," Colgate answered.

"Remind me to do that after closing time," Sepia replied, "I should have the old pipe around somewhere."

"Okay, thanks!" Colgate called up, "I'll get back to the clocks now."

Sepia went back to daydreaming behind the sales counter. He had lost many things in the struggle. However, they were replaceable, for the most part. The hour glass machine just needed some replacement parts here and there, and he didn't have too many nostalgic possessions. However, the records he owned were utterly destroyed. That honestly did bug him. He was fond of the small collection he'd acquired over the years. Oh well, he'd just have to start from the beginning, see if he could replace his prized recording of Octavia's first solo performance. He sighed. It had been so hard to find one the first time.

Colgate levitated a box of repaired clocks up into the store. "Where I should put these?" she asked.

Sepia shrugged. "Wherever, I guess. Doesn't matter that much."

Colgate took her box over to an empty shelf and started setting the clocks up for display. "I'm sure business will pick up eventually," she reassured the clockmaker.

"I'm sure it will," Sepia said with a yawn, "Hey, did the contractor remember to install a foal-height shelf for the toys?"

Colgate looked around briefly. "Yes, over there," she said, indicating the shelf, "and the new window sill should be able to hold some."

"Good, good," Sepia said, ducking under the table to grab the beat up box containing the various tin trinkets, shuffling through it.

The door opened and a grey earth pony entered. "Excuse me?" she said, "Is there a Sepia Tock here?"

Colgate desperately tried to stifle a laugh.

"Yes, I'm down here." Sepia waved a hoof from behind the counter, "Heavy box, weak neck. What can I get for you?"

"Well, I need a new metronome, and a friend of mine recommends your work very highly," the customer said, "He said you don't make metronomes normally, but you might if I ask nicely enough."

Sepia finally got the box on top of the counter. "Metronome?" he said, "Sure I could make you one. Just give me a day or egads you're Octavia!" Sepia's eyes went wide. "You're Octavia and you're in my shop." Sepia failed to keep a pitch change out of his voice.

Octavia gave Sepia a sweet smile, "Yes that's me." She looked around the shop. "Beautiful clocks you've got."

Sepia tried to find words, but came up short, settling on an awkward, "Thank you."

"I also like the bow tie." Octavia added.

Sepia instinctively tried to look at the tie. "Oh yes," he said, trying to recover from the slight blunder, "I was at a ceremony earlier, forgot to take it off." Sepia shouldered the box and carried it over to the low shelf, setting it down, "Anyways, I'd be very happy to make you that metronome. I should have it completed by the end of the week, so you can come by Friday to pick it up. Or I could mail it to you, whichever is more convenient."

"I'd be more than happy to pick it up myself," Octavia answered, "How much will I owe you?"

"Well… I've never made a metronome before, so I'd say the experience is payment enough," Sepia answered.

"Oh, I can't accept that," Octavia said, "You deserve payment for your work."

Sepia's eye began to twitch as his mental faculties began to overload with excitement.

Colgate stepped in. "Tell you what," the unicorn said, "we're still rebuilding from an awful fire last week. Would you happen to have any recordings of one of your performances lying around?"

"Oh yes, certainly," Octavia answered, "Any one in particular?"

Colgate kneed Sepia. "Your first solo one!" Sepia spouted out, then recovered, "I, ah, lost my copy in the fire, and it was hard to find the first time around."

"You sure?" Octavia said, "It wasn't that good. I mean, I made a whole lot of mistakes all over the place."

"I still like it," Sepia said weakly.

Octavia smiled again, "Well, tell you what, I'll bring a copy of my first solo performance, and an advance copy of my next recording," She extended her hoof, "Sound fair?"

Sepia shook the hoof excitedly, barely hiding his ecstatic grin, "Oh yes, that would be perfect."

Octavia carefully removed her hoof. "Then we have a deal." She looked at the door, "If you don't mind me asking? What's with the door? It's blue, and has weird signs all over it."

"It's an inside joke between me and a friend," Sepia answered.

"Sounds fun," Octavia said as she stepped through the exit, then stopped and turned around, "Oh yea, and Soarin told me to make sure to taunt you about something," she placed her hoof on her chin, feigning forgetfulness, "but I can't seem to recall what. Oh well, see you Friday, _Doctor_."

Sepia sat in awed silence. A huge smile grew on his face, and he turned to his assistant, "That was Octavia! Octavia visited my shop!"

"Yes, I know, I was there." Colgate answered with a whimsical smile.

"And she wants me to make her a metronome… how do I make a metronome… probably should go look that up." Sepia looked at Colgate again, "Can you mind the shop while I make a quick trip to the library?"

"I can manage."

Sepia said his thanks and trotted off to the library.

* * *

><p>Friday came very fast, and Octavia returned to the shop, carrying a cello and the promised records, covers signed. Colgate was minding the sales counter. "Is my new metronome ready yet?" Octavia asked.<p>

"Yes, Sepia's got it down stairs," Colgate answered.

"Would you two mind terribly if I try it first?" Octavia asked, motioning to the cello case strapped to her back.

Colgate waved her towards the basement stairs, "Go right ahead."

Octavia went down the stairs and found Sepia working on a new clock Three hourglasses were standing nearby, filling with sand. She wordlessly went to the workbench, placed the records down besides the Clockmaker, and started the gentle beat of the metronome. She took her cello and bow, and began to play.

Sepia smiled to himself as he silently slotted a cog into place. Time seemed to slow as the two artisans worked in the basement.

End


	10. Author's Note: You can skip this

A quick few 'thank you's.

First to C. Theron Vulpin for editing out my gramer and spelling mistakes, and improving the quality of this gibberish. Any errors left over are his fault, so blame him.

Second, a thank you to the ponies managing Equestria Daily. Because they posted updates to this thing, and it lets me read some comments on it.

Finally, a thank you to you readers. Because you read this, and apparently that warrants praise. Good job, I guess?

Anyways, a lot of speculation was thrown around about where this story was going. I admit, it changed a lot from some of my intial ideas, but one thing remained the same: Sepia Tock never was going to Doctor Whoof. Out on point, I thought about turning him into Hayseed through time shenanigans, but that seemed to odd a fate. So he starts and ends as Sepia Tock, sarcastic clockmaker.

Also, because some have asked: yes, you may use Sepia Tock in your stories. He's meant as my gift to the fandom. It was the fact the fandom had decided one of the background ponies was a time lord that got me into the show, but it didn't strike me as fair that he doesn't have an interpretation more in line with the actual show. As fun as the concept is, Gallifrey just doesn't fit into the Ponyverse. At least, not in my mind.

So, please, use Sepia. Alter his personality however you need. Keep him sarcastic, or turn him into a mad scientist, heck, make him a mad pony who thinks he's actually is Doctor Whoof. Whatever fits your story. The template here, use it.

Anyways, I wrote a piece of fan fiction, and (I assume) you just read it. I enjoyed my side of the arrangement, so I hope you enjoy your side.

I'm going to go do something else now.

-CanvasWolfDoll

edit 9/22/11- you do not have to credit me for use of Sepia. You can if you'd like, but you don't need to.

Also: if you want a sequel, write it yourself. I honestly have no idea how to continue this story, and I'd like to work on some original content fiction.


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